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Share Issuance and Disposal6656inspec Inc.Electrical Equipment and Precision Instruments

Notice Concerning the Issuance of the 19th Stock Acquisition Rights by Third-Party Allotment (with Exercise Price Adjustment Clause)

インスペック resolved to issue 23,590 Series 19 stock acquisition rights to Cantor Fitzgerald Europe as the subscriber, with the exercise price adjusted in accordance with the share price. If all rights are exercised, the company expects to issue 2,359,000 new shares and raise approximately ¥1.999 billion.

Worth reading
90Important
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
58.79
Dilution rate (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of the 19th Series Stock Acquisition Rights through third-party allotment (with exercise price adjustment clause)

発行・処分する株式数

Potential shares: 2,359,000 shares (23,590 stock acquisition rights, with each right entitling the holder to acquire 100 shares)

Intended allottee
Name Cantor Fitzgerald Europe / Number of Shares Not disclosed
¥377 per stock acquisition right
Total issue value

¥8,893,430

Amount of funds to be raised
Total amount paid in: ¥2,008,853,630; estimated net proceeds: ¥1,999,103,630
Estimated issuance expenses
¥9,750,000
Specific use of funds
Working capital required to respond to increased orders and higher materials prices, including payments for materials purchases, subcontracting costs, personnel expenses, and working capital for executing projects involving technology developmentAmount ¥1,499 million / Scheduled timing of expenditures September 2026 to April 2028
Research and development funding for next-generation inspection equipment and repair equipment, including upgrading inspection algorithms, developing AI image-processing technology, hiring personnel, and investing in development facilitiesAmount ¥500 million / Scheduled timing of expenditures September 2026 to April 2028
発行済株式総数

58.79% of total issued shares and 58.87% of 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 ¥847.8. From 25 August 2026 onward, adjusted to 90% of the closing price on the adjustment reference date. Floor: ¥471.0; no cap.
Exercise period
24 August 2026 to 23 August 2029
Number of Stock Acquisition Rights
Total issued: 23,590 stock acquisition rights; outstanding unexercised rights: not disclosed
Reason for acquisition without consideration
In the event of an acquisition based on a resolution of the Board of Directors, a corporate reorganization, certain tender offers, delisting-related events, or other specified events, the company will acquire and cancel the remaining rights at an amount equal to their issue price.
Offering structure
Underwriter / lead underwriter
キャンターフィッツジェラルド証券株式会社 (arranger)
Major shareholders after the offering
The major shareholders and their respective ownership percentages after the offering are not disclosed
Intended allottee's holding policy
The acquisition of these stock acquisition rights is for investment purposes. The subscriber does not, in principle, intend to hold the common shares acquired through exercise for an extended period and intends to sell them off-market to overseas institutional investors. Any transfer of the stock acquisition rights requires the company's prior written consent.
Payment date
21 August 2026
Basis for determining the amount to be paid
The issue price of ¥377 per stock acquisition right is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The exercise price will be adjusted based on 90% of the closing price on the final trading day of the preceding week, representing a 10% discount.
Procedures under the Corporate Code of Conduct
Because the dilution rate will be 25% or more, an independent committee consisting of 3 members, Shibata Kentaro (柴田堅太郎), Fujita Koji (藤田幸治) and Kobayashi Hideaki (小林英明), was established. On 4 August 2026, the company obtained an opinion stating that the transaction was necessary and appropriate.
Most recent equity financing
Timing Issued on 7 April 2021; exercise completed on 6 October 2022 / Type 12th Series Stock Acquisition Rights / Amount Actual funds raised: ¥243 million, Timing Not disclosed / Type Series 13 and Series 14 stock acquisition rights (with exercise price adjustment provisions) / Amount Actual funds raised: ¥243 million (total for Series 12, Series 13 and Series 14)
Impact on Business Performance
The impact on results for the fiscal year ending April 2027 is expected to be minor, and no revision to the earnings forecast has been made at this time.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 19th Series Stock Acquisition Rights through third-party allotment (with exercise price adjustment clause)
Number of shares to be issued or disposed ofPotential shares: 2,359,000 shares (23,590 stock acquisition rights, with each right entitling the holder to acquire 100 shares)
Issue price and disposal price¥377 per stock acquisition right
Total issue value¥8,893,430
Amount of funds to be raisedTotal amount paid in: ¥2,008,853,630; estimated net proceeds: ¥1,999,103,630
Estimated issuance expenses¥9,750,000
Specific use of fundsDetails Working capital required to respond to increased orders and higher materials prices, including payments for materials purchases, subcontracting costs, personnel expenses, and working capital for executing projects involving technology development / Amount ¥1,499 million / Scheduled timing of expenditures September 2026 to April 2028, Details Research and development funding for next-generation inspection equipment and repair equipment, including upgrading inspection algorithms, developing AI image-processing technology, hiring personnel, and investing in development facilities / Amount ¥500 million / Scheduled timing of expenditures September 2026 to April 2028
Payment date21 August 2026
Intended allotteeName Cantor Fitzgerald Europe / Number of Shares Not disclosed
Intended allottee's holding policyThe acquisition of these stock acquisition rights is for investment purposes. The subscriber does not, in principle, intend to hold the common shares acquired through exercise for an extended period and intends to sell them off-market to overseas institutional investors. Any transfer of the stock acquisition rights requires the company's prior written consent.
Dilution Rate58.79% of total issued shares and 58.87% of total voting rights
Total number of issued shares4,013,200 shares → Not disclosed
Basis for determining the amount to be paidThe issue price of ¥377 per stock acquisition right is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The exercise price will be adjusted based on 90% of the closing price on the final trading day of the preceding week, representing a 10% discount.
Exercise priceInitially ¥847.8. From 25 August 2026 onward, adjusted to 90% of the closing price on the adjustment reference date. Floor: ¥471.0; no cap.
Exercise period24 August 2026 to 23 August 2029
Number of Stock Acquisition RightsTotal issued: 23,590 stock acquisition rights; outstanding unexercised rights: not disclosed
Reason for acquisition without considerationIn the event of an acquisition based on a resolution of the Board of Directors, a corporate reorganization, certain tender offers, delisting-related events, or other specified events, the company will acquire and cancel the remaining rights at an amount equal to their issue price.
Underwriter / lead underwriterキャンターフィッツジェラルド証券株式会社 (arranger)
Procedures under the Corporate Code of ConductBecause the dilution rate will be 25% or more, an independent committee consisting of 3 members, Shibata Kentaro (柴田堅太郎), Fujita Koji (藤田幸治) and Kobayashi Hideaki (小林英明), was established. On 4 August 2026, the company obtained an opinion stating that the transaction was necessary and appropriate.
Most recent equity financingTiming Issued on 7 April 2021; exercise completed on 6 October 2022 / Type 12th Series Stock Acquisition Rights / Amount Actual funds raised: ¥243 million, Timing Not disclosed / Type Series 13 and Series 14 stock acquisition rights (with exercise price adjustment provisions) / Amount Actual funds raised: ¥243 million (total for Series 12, Series 13 and Series 14)
Major shareholders after the offeringThe major shareholders and their respective ownership percentages after the offering are not disclosed
Impact on Business PerformanceThe impact on results for the fiscal year ending April 2027 is expected to be minor, and no revision to the earnings forecast has been made at this time.
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split Ratio

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 secure working capital needed to respond to increased orders for inspection equipment for semiconductor package substrates and higher materials prices, as well as research and development funding for next-generation inspection equipment and repair equipment.

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Notice Concerning the Issuance of the 19th Stock Acquisition Rights by Third-Party Allotment (with Exercise Price Adjustment Clause) | inspec Inc. (6656) timely disclosure | Komori