Details of issuance or disposal
Issuance of the 19th Series Stock Acquisition Rights through third-party allotment (with exercise price adjustment clause)
Potential shares: 2,359,000 shares (23,590 stock acquisition rights, with each right entitling the holder to acquire 100 shares)
¥8,893,430
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 19th Series Stock Acquisition Rights through third-party allotment (with exercise price adjustment clause) |
| Number of shares to be issued or disposed of | Potential 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 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 | Details 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 date | 21 August 2026 |
| Intended allottee | Name Cantor Fitzgerald Europe / Number of Shares 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. |
| Dilution Rate | 58.79% of total issued shares and 58.87% of total voting rights |
| Total number of issued shares | 4,013,200 shares → Not disclosed |
| 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. |
| 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. |
| 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 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) |
| Major shareholders after the offering | The major shareholders and their respective ownership percentages after the offering are not disclosed |
| 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. |
Items this document does not state (6)
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.