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
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)
¥3,220,000 (9th Series: ¥1,719,250; 10th Series: ¥1,500,750)
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.
| Item | Details |
|---|---|
| Type 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 |
| Number of shares to be issued or disposed of | 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) |
| Issue price and disposal price | 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 | Details ¥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 date | 13 July 2026 |
| 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 |
| 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. |
| Dilution Rate | 14.31% (14.32% on a voting rights basis) |
| Total number of issued shares | 8,038,800 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 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. |
| Underwriter / lead underwriter | EVOLUTION JAPAN証券株式会社 (funding arranger) |
| 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. |
Items this document does not state (7)
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.