Komori
Share Issuance and Disposal6820ICOM INCORPORATEDElectric Appliances & Precision Instruments

Notice Regarding the Disposal of Treasury Shares Through a Third-Party Allotment Based on a Strategic Capital and Business Alliance with TriIs Incorporated

アイコム resolved to dispose of 27,800 treasury shares to TriIs Incorporated through a third-party allotment as part of its capital and business alliance with the company. The total disposal price is ¥98,829,000, and the funds raised will be used to acquire shares of TriIs Incorporated.

Worth reading
71In focus
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
0.19
% (as a percentage of the total number of shares issued; the total number of shares issued will not increase because this is a disposal of treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment

Who receives how much27,800Shares

27,800 treasury shares

TriIs Incorporated27,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,555 per share
Total issue value

¥98,829,000

Amount of funds to be raised
Total funds raised: ¥98,829,000; estimated net proceeds: ¥96,729,000
Estimated issuance expenses
¥2,100,000
Specific use of funds
Funds for the purchase of shares of TriIs Incorporated in connection with the capital alliance with TriIs Incorporated (payment funds)Amount ¥96,729,000 / Scheduled timing of expenditures 16 November 2026
発行済株式総数

0.19% (as a percentage of the 14,850,000 issued shares; the voting rights ratio is also 0.19%)

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.

Offering structure
Major shareholders after the offering
Name Inoue Tokuzo (井上 徳造) / Shareholding ratio 13.80%Name ギガパレス株式会社 / Shareholding ratio 9.91%Name 公益財団法人アイコム電子通信工学振興財団 / Shareholding ratio 6.73%Name UH Partners 2 第3号投資事業有限責任組合 (general partner: 株式会社UH Partners 2) / Shareholding ratio 6.00%Name 日本マスタートラスト信託銀行株式会社 (Trust Account) / Shareholding ratio 5.47%Name 光通信KK第5号投資事業有限責任組合 (general partner: HIKARI TSUSHIN,INC.) / Shareholding ratio 4.61%Name JAPAN ABSOLUTE VALUE FUND / Shareholding ratio 3.38%Name 株式会社JVCケンウッド / Shareholding ratio 3.00%Name アイビー投資事業有限責任組合 (general partner: 株式会社アイビー) / Shareholding ratio 2.52%Name Sumitomo Realty & Development Co.,Ltd. / Shareholding ratio 2.40%
Intended allottee's holding policy
The investment is intended to strengthen the partnership with our company, and the policy is to hold the shares on a long-term and continuing basis, on the assumption that the business alliance will continue. Under the capital and business alliance agreement, the allottee has agreed not to transfer or otherwise dispose of the acquired shares without our prior written consent. The allottee has also undertaken to report the details to our company if the shares are transferred within 2 years of the payment date, among other matters.
Payment date
16 November 2026
Basis for determining the amount to be paid
The price was determined through individual discussions and negotiations based on the closing price of ¥3,555 on 29 October 2026. It is the same as the immediately preceding closing price, represents a 1.24% discount to the 1-month average of ¥3,599.76, a 0.15% premium to the 3-month average of ¥3,549.59, and a 6.92% premium to the 6-month average of ¥3,325.04.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 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 a procedure to confirm shareholders' intentions as prescribed in Article 432 of the Tokyo Stock Exchange Listing Regulations. Regarding the disposal price, opinions were obtained from all 3 corporate auditors that the price was appropriate and reasonable and did not constitute a favorable issuance.
Most recent equity financing
There are no applicable matters.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is expected to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment
Number of shares to be issued or disposed of27,800 treasury shares
Issue price and disposal price¥3,555 per share
Total issue value¥98,829,000
Amount of funds to be raisedTotal funds raised: ¥98,829,000; estimated net proceeds: ¥96,729,000
Estimated issuance expenses¥2,100,000
Specific use of fundsDetails Funds for the purchase of shares of TriIs Incorporated in connection with the capital alliance with TriIs Incorporated (payment funds) / Amount ¥96,729,000 / Scheduled timing of expenditures 16 November 2026
Payment date16 November 2026
Intended allotteeName TriIs Incorporated / Number of Shares 27,800 shares
Intended allottee's holding policyThe investment is intended to strengthen the partnership with our company, and the policy is to hold the shares on a long-term and continuing basis, on the assumption that the business alliance will continue. Under the capital and business alliance agreement, the allottee has agreed not to transfer or otherwise dispose of the acquired shares without our prior written consent. The allottee has also undertaken to report the details to our company if the shares are transferred within 2 years of the payment date, among other matters.
Dilution Rate0.19% (as a percentage of the 14,850,000 issued shares; the voting rights ratio is also 0.19%)
Total number of issued shares14,850,000 shares (as of 30 September 2026) → 14,850,000 shares(0%)
Basis for determining the amount to be paidThe price was determined through individual discussions and negotiations based on the closing price of ¥3,555 on 29 October 2026. It is the same as the immediately preceding closing price, represents a 1.24% discount to the 1-month average of ¥3,599.76, a 0.15% premium to the 3-month average of ¥3,549.59, and a 6.92% premium to the 6-month average of ¥3,325.04.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 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 a procedure to confirm shareholders' intentions as prescribed in Article 432 of the Tokyo Stock Exchange Listing Regulations. Regarding the disposal price, opinions were obtained from all 3 corporate auditors that the price was appropriate and reasonable and did not constitute a favorable issuance.
Most recent equity financingThere are no applicable matters.
Major shareholders after the offeringName Inoue Tokuzo (井上 徳造) / Shareholding ratio 13.80%, Name ギガパレス株式会社 / Shareholding ratio 9.91%, Name 公益財団法人アイコム電子通信工学振興財団 / Shareholding ratio 6.73%, Name UH Partners 2 第3号投資事業有限責任組合 (general partner: 株式会社UH Partners 2) / Shareholding ratio 6.00%, Name 日本マスタートラスト信託銀行株式会社 (Trust Account) / Shareholding ratio 5.47%, Name 光通信KK第5号投資事業有限責任組合 (general partner: HIKARI TSUSHIN,INC.) / Shareholding ratio 4.61%, Name JAPAN ABSOLUTE VALUE FUND / Shareholding ratio 3.38%, Name 株式会社JVCケンウッド / Shareholding ratio 3.00%, Name アイビー投資事業有限責任組合 (general partner: 株式会社アイビー) / Shareholding ratio 2.52%, Name Sumitomo Realty & Development Co.,Ltd. / Shareholding ratio 2.40%
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is expected to be immaterial.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 jointly operate LIMNO as a joint venture of the two companies and combine アイコム's wireless communications technology and sales network, LIMNO's design, manufacturing and mass-production capabilities, and TriIs Incorporated's management improvement expertise and business development network, with the aim of developing products, securing orders, expanding sales channels and enhancing the medium- to long-term corporate value of the 3 companies.

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Notice Regarding the Disposal of Treasury Shares Through a Third-Party Allotment Based on a Strategic Capital and Business Alliance with TriIs Incorporated | ICOM INCORPORATED (6820) timely disclosure | Komori