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Share Issuance and Disposal6832AOI ELECTRONICS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment

The Company will dispose of 378,100 treasury shares it holds through a third-party allotment to 日亜化学工業株式会社, raising approximately ¥986 million. The proceeds will be used for production facilities and research and development, including advanced packaging, and to strengthen the Company’s cooperative relationship with 日亜化学工業株式会社.

Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
378100
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much378,100Shares

378,100 treasury shares

日亜化学工業株式会社378,100 shares

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

¥2,609 per share
Total issue value

¥986,462,900

Amount of funds to be raised
Total subscription payment: ¥986,462,900; estimated net proceeds: ¥986,462,900
Specific use of funds
Procurement of production facilities for new business areas, including advanced packagingAmount ¥750,000,000 / Scheduled timing of expenditures January 2027 to September 2027
Research and development investment to maintain competitivenessAmount ¥236,462,900 / Scheduled timing of expenditures August 2026 to September 2027
発行済株式総数

3.15% of the total number of issued shares and 3.38% of the total number of 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.

Offering structure
Major shareholders after the offering
Name Onishi Ichiro (大西以知郎) / Shareholding ratio 18.29%Name 公益財団法人大西・アオイ記念財団 / Shareholding ratio 17.28%Name アオイコーポレーション有限会社 / Shareholding ratio 9.93%Name Nishizawa Chisako (西澤知佐子) / Shareholding ratio 6.86%Name 日亜化学工業株式会社 / Shareholding ratio 5.18%Name MUFG Bank, Ltd. / Shareholding ratio 3.02%Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 1.95%Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.94%Name Onishi Akiko (大西暁子) / Shareholding ratio 1.81%Name 明治安田生命保険相互会社 / Shareholding ratio 1.33%
Intended allottee's holding policy
The investment is intended to strengthen its relationship with the Company, and it intends to continue holding the shares over the long term. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report in writing to the Company if all or part of the shares are transferred within 2 years of the payment date.
Payment date
18 August 2026
Basis for determining the amount to be paid
¥2,609, calculated by multiplying ¥2,690, the simple average closing price for the 3 months up to the business day immediately preceding the date of the Board of Directors’ resolution, by 0.97. This represents a 1.40% discount to the simple average closing price for the most recent 6-month period, a 19.13% premium to the closing price on the immediately preceding business day, and a 6.19% premium to the simple average closing price for the most recent 1-month period.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholders' intentions are not required.
Most recent equity financing
No applicable matters
Impact on Business Performance
The Company believes the transaction will contribute to improving corporate value over the medium to long term, but the specific impact on earnings has not been determined at this time.
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 of378,100 treasury shares
Issue price and disposal price¥2,609 per share
Total issue value¥986,462,900
Amount of funds to be raisedTotal subscription payment: ¥986,462,900; estimated net proceeds: ¥986,462,900
Specific use of fundsDetails Procurement of production facilities for new business areas, including advanced packaging / Amount ¥750,000,000 / Scheduled timing of expenditures January 2027 to September 2027, Details Research and development investment to maintain competitiveness / Amount ¥236,462,900 / Scheduled timing of expenditures August 2026 to September 2027
Payment date18 August 2026
Intended allotteeName 日亜化学工業株式会社 / Number of Shares 378,100 shares
Intended allottee's holding policyThe investment is intended to strengthen its relationship with the Company, and it intends to continue holding the shares over the long term. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report in writing to the Company if all or part of the shares are transferred within 2 years of the payment date.
Dilution Rate3.15% of the total number of issued shares and 3.38% of the total number of voting rights
Basis for determining the amount to be paid¥2,609, calculated by multiplying ¥2,690, the simple average closing price for the 3 months up to the business day immediately preceding the date of the Board of Directors’ resolution, by 0.97. This represents a 1.40% discount to the simple average closing price for the most recent 6-month period, a 19.13% premium to the closing price on the immediately preceding business day, and a 6.19% premium to the simple average closing price for the most recent 1-month period.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholders' intentions are not required.
Most recent equity financingNo applicable matters
Major shareholders after the offeringName Onishi Ichiro (大西以知郎) / Shareholding ratio 18.29%, Name 公益財団法人大西・アオイ記念財団 / Shareholding ratio 17.28%, Name アオイコーポレーション有限会社 / Shareholding ratio 9.93%, Name Nishizawa Chisako (西澤知佐子) / Shareholding ratio 6.86%, Name 日亜化学工業株式会社 / Shareholding ratio 5.18%, Name MUFG Bank, Ltd. / Shareholding ratio 3.02%, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 1.95%, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.94%, Name Onishi Akiko (大西暁子) / Shareholding ratio 1.81%, Name 明治安田生命保険相互会社 / Shareholding ratio 1.33%
Impact on Business PerformanceThe Company believes the transaction will contribute to improving corporate value over the medium to long term, but the specific impact on earnings has not been determined at this time.
Items this document does not state (13)
Estimated issuance expensesTotal number of issued sharesExercise 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 strengthen the cooperative and capital relationship with 日亜化学工業株式会社 and raise funds required for investment in production facilities and research and development in new business areas, including advanced packaging.

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Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment | AOI ELECTRONICS CO.,LTD. (6832) timely disclosure | Komori