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Share Issuance and Disposal6522Asterisk Inc.Electrical Equipment and Precision Instruments

Notice Concerning the Issuance of the 9th and 10th Stock Acquisition Rights and the Execution of a Purchase Agreement for Stock Acquisition Rights (Target Issue Program (TIP))

The Company resolved to issue 5,750 stock acquisition rights each of the 9th and 10th Series, for a total of 11,500, through a third-party allotment to EVO FUND. If all rights are exercised, up to 1.15 million shares will be issued and approximately ¥2.182 billion will be raised.

Worth reading
88Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
14.31
% (dilution ratio relative to total shares issued)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of the 9th and 10th Series of Stock Acquisition Rights through a third-party allotment, with provisions for adjustment of the exercise price

発行・処分する株式数

9th Series Stock Acquisition Rights: 575,000 shares; 10th Series Stock Acquisition Rights: 575,000 shares; total: 1,150,000 shares (100 shares per stock acquisition right)

Intended allottee
Name EVO FUND / Number of 9th Series Stock Acquisition Rights 5,750 rights / Number of 10th Series Stock Acquisition Rights 5,750 rights
9th Series Stock Acquisition Rights: ¥299 per right; 10th Series Stock Acquisition Rights: ¥261 per right
Total issue value

¥3,220,000 (9th Series: ¥1,719,250; 10th Series: ¥1,500,750)

Amount of funds to be raised
Total amount to be paid: ¥2,188,220,000; estimated net proceeds: ¥2,182,220,000
Estimated issuance expenses
Estimated issuance expenses: ¥6,000,000
Specific use of funds
¥150 million for research and development of linear motors and levitation control technologies, ¥100 million for development of transport control systems and software, ¥150 million for prototype development and demonstration testing, and ¥100 million for design and development toward mass production, for a total of ¥500 millionAmount ¥500 million / Scheduled timing of expenditures January 2027 to December 2030
Funds for the acquisition of shares and investments related to M&A and capital and business alliances, due diligence expenses and various advisory feesAmount ¥1,682 million / Scheduled timing of expenditures November 2026 to December 2030
Existing Shares and Increase
+14.31%Rate of increase
8,038,800 shares9,188,800Shares

14.31% (14.32% on a voting rights basis)

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
9th Series: initially ¥1,800; 10th Series: initially ¥2,000. After 6 months have elapsed from the issuance date, the exercise price may be adjusted by resolution of the Board of Directors to 90% of the closing price on the immediately preceding trading day. The minimum exercise price is ¥509.
Exercise period
14 July 2026 to 13 July 2029
Number of Stock Acquisition Rights
Total issued: 11,500 rights (9th Series: 5,750 rights; 10th Series: 5,750 rights). Number of remaining unexercised rights: Not disclosed
Reason for acquisition without consideration
If the Board of Directors resolves that acquisition is necessary, all or part of the rights will be acquired after one month has elapsed from the payment date, following prior notice. All rights remaining at the end of the exercise period will also be acquired. In each case, the acquisition price will be equal to the amount paid per right.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (funding arranger)
Intended allottee's holding policy
For pure investment purposes. As a general rule, the ordinary shares acquired will not be held for an extended period, and will basically be sold in the market. The impact on the market will be taken into consideration when selling. Transfers of the stock acquisition rights require the approval of the Company’s Board of Directors.
Payment date
13 July 2026
Basis for determining the amount to be paid
株式会社赤坂国際会計, an independent third-party valuation institution, valued the rights using a Monte Carlo simulation based on market conditions and other factors as of 25 June 2026. The valuation was ¥299 per 9th Series right and ¥261 per 10th Series right.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does 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 shareholder intent.
Most recent equity financing
Timing 17 September 2024 / Type 5th through 7th Series of Stock Acquisition Rights issued through a third-party allotment, with provisions for adjustment of the exercise price / Amount Planned proceeds at issuance: ¥682,563,000 (estimated net proceeds: ¥676,563,000)
Impact on Business Performance
The impact on results from the next fiscal year onward will be disclosed appropriately once its extent becomes clear. The Company believes that applying the proceeds to the specified uses will contribute to medium- to long-term business expansion, higher earnings and a stronger financial base.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 9th and 10th Series of Stock Acquisition Rights through a third-party allotment, with provisions for adjustment of the exercise price
Number of shares to be issued or disposed of9th Series Stock Acquisition Rights: 575,000 shares; 10th Series Stock Acquisition Rights: 575,000 shares; total: 1,150,000 shares (100 shares per stock acquisition right)
Issue price and disposal price9th Series Stock Acquisition Rights: ¥299 per right; 10th Series Stock Acquisition Rights: ¥261 per right
Total issue value¥3,220,000 (9th Series: ¥1,719,250; 10th Series: ¥1,500,750)
Amount of funds to be raisedTotal amount to be paid: ¥2,188,220,000; estimated net proceeds: ¥2,182,220,000
Estimated issuance expensesEstimated issuance expenses: ¥6,000,000
Specific use of fundsDetails ¥150 million for research and development of linear motors and levitation control technologies, ¥100 million for development of transport control systems and software, ¥150 million for prototype development and demonstration testing, and ¥100 million for design and development toward mass production, for a total of ¥500 million / Amount ¥500 million / Scheduled timing of expenditures January 2027 to December 2030, Details Funds for the acquisition of shares and investments related to M&A and capital and business alliances, due diligence expenses and various advisory fees / Amount ¥1,682 million / Scheduled timing of expenditures November 2026 to December 2030
Payment date13 July 2026
Intended allotteeName EVO FUND / Number of 9th Series Stock Acquisition Rights 5,750 rights / Number of 10th Series Stock Acquisition Rights 5,750 rights
Intended allottee's holding policyFor pure investment purposes. As a general rule, the ordinary shares acquired will not be held for an extended period, and will basically be sold in the market. The impact on the market will be taken into consideration when selling. Transfers of the stock acquisition rights require the approval of the Company’s Board of Directors.
Dilution Rate14.31% (14.32% on a voting rights basis)
Total number of issued shares8,038,800 shares → 9,188,800 shares (if all of these stock acquisition rights are exercised)(14.31%)
Basis for determining the amount to be paid株式会社赤坂国際会計, an independent third-party valuation institution, valued the rights using a Monte Carlo simulation based on market conditions and other factors as of 25 June 2026. The valuation was ¥299 per 9th Series right and ¥261 per 10th Series right.
Exercise price9th Series: initially ¥1,800; 10th Series: initially ¥2,000. After 6 months have elapsed from the issuance date, the exercise price may be adjusted by resolution of the Board of Directors to 90% of the closing price on the immediately preceding trading day. The minimum exercise price is ¥509.
Exercise period14 July 2026 to 13 July 2029
Number of Stock Acquisition RightsTotal issued: 11,500 rights (9th Series: 5,750 rights; 10th Series: 5,750 rights). Number of remaining unexercised rights: Not disclosed
Reason for acquisition without considerationIf the Board of Directors resolves that acquisition is necessary, all or part of the rights will be acquired after one month has elapsed from the payment date, following prior notice. All rights remaining at the end of the exercise period will also be acquired. In each case, the acquisition price will be equal to the amount paid per right.
Underwriter / lead underwriterEVOLUTION JAPAN証券株式会社 (funding arranger)
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does 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 shareholder intent.
Most recent equity financingTiming 17 September 2024 / Type 5th through 7th Series of Stock Acquisition Rights issued through a third-party allotment, with provisions for adjustment of the exercise price / Amount Planned proceeds at issuance: ¥682,563,000 (estimated net proceeds: ¥676,563,000)
Impact on Business PerformanceThe impact on results from the next fiscal year onward will be disclosed appropriately once its extent becomes clear. The Company believes that applying the proceeds to the specified uses will contribute to medium- to long-term business expansion, higher earnings and a stronger financial base.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories 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.

To raise funds required for research and development in the linear motor field, M&A and strategic investments, thereby pursuing medium- to long-term business expansion and strengthening the earnings base and financial base.

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Notice Concerning the Issuance of the 9th and 10th Stock Acquisition Rights and the Execution of a Purchase Agreement for Stock Acquisition Rights (Target Issue Program (TIP)) | Asterisk Inc. (6522) timely disclosure | Komori