Worth reading
84Important
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
2500000000
¥Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance by third-party allotment of the First Series Unsecured Convertible Bonds with Stock Acquisition Rights (with a conversion price adjustment clause)
Who receives how much
Potential shares: 5,000,000 (25 stock acquisition rights, each representing 200,000 shares)
SILITECH TECHNOLOGY CORPORATIONPotential shares: 5,000,000
The lower thin line represents the existing number of shares to which these shares will be added.
¥100 per ¥100 face value of each bond
Total issue value
¥2,500,000,000
Amount of funds to be raised
Total payment amount: ¥2,500,000,000; estimated net proceeds: ¥2,420,000,000
Estimated issuance expenses
¥80,000,000
Specific use of funds
Growth investment aimed at developing new businessesAmount ¥1,920 million / Scheduled timing of expenditures October 2026 to March 2028
Capital investment aimed at commercializing new batteriesAmount ¥500 million / Scheduled timing of expenditures October 2026 to December 2027
Existing Shares and Increase
+14.48%Rate of increase
34,536,302 shares39,536,302Shares
14.48% (based on total shares issued), 14.52% (based on 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
Not applicable. The initial conversion price is ¥500 and is subject to an adjustment clause. It will be adjusted to an amount equivalent to 90% of the average closing price for the 1-month period immediately preceding the adjustment date, subject to a minimum conversion price of ¥500.
Number of Stock Acquisition Rights
Total issued: 25; unexercised balance: Not disclosed
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
Exercise restriction for 9 months from the payment date. Transfers of the Convertible Bonds with Stock Acquisition Rights require approval by the Board of Directors.
Conditions for lifting transfer restrictions
As a general rule, exercise is not permitted within 9 months from the payment date. If the number of shares acquired through conversion during a single calendar month exceeds 10% of the number of listed shares as of the payment date, conversion of the portion exceeding 10% will be restricted.
Offering structure
Major shareholders after the offering
Name SILITECH TECHNOLOGY CORPORATION / Shareholding ratio 51.96% (if all are converted)Name Fujitsu Limited / Shareholding ratio 15.37％Name BNP PARIBAS LONDON BRANCH FOR PRIME BROKERAGE CLEARANCE ACCOUNT / Shareholding ratio 0.84％Name Osako Yukinori (大佐古 幸典) / Shareholding ratio 0.52％Name Hosoba Tsuyoshi (細羽 強) / Shareholding ratio 0.43％Name FDK Business Partners' Shareholding Association / Shareholding ratio 0.42％Name BARCLAYS CAPITAL SECURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.38％Name CURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.35％Name SBI SECURITIES CO., LTD. / Shareholding ratio 0.35％Name Tanaka Akihō (田中 章帆) / Shareholding ratio 0.32％
Intended allottee's holding policy
The allottee intends to hold the Convertible Bonds with Stock Acquisition Rights and the Company's shares acquired through their conversion over the medium to long term after the allotment. As a general rule, the stock acquisition rights may not be exercised within 9 months from the payment date. The parties plan to agree that, until 273 days have elapsed from the payment date, the Company will not issue common shares or other securities without the Company's prior written consent.
Payment date
11 September 2026
Basis for determining the amount to be paid
A 21.95% premium to the closing price of ¥410 on 25 August 2026, a 23.76% premium to the one-month average closing price of ¥404.00, a 10.73% premium to the three-month average closing price of ¥451.56, and a 10.23% premium to the six-month average closing price of ¥453.61. The Company also referred to the valuation conducted by Stand by C, an independent third-party valuation institution.
Procedures under the Corporate Code of Conduct
The Company obtained an opinion on the necessity and appropriateness of the third-party allotment from a special committee consisting of 3 members, including outside directors, with a certain degree of independence from management. The Audit and Supervisory Committee also expressed the opinion that the transaction was reasonable.
Most recent equity financing
Timing February 2025 / Type Acquisition of the Company's shares through a tender offer (TOB) / Amount Not disclosed
Impact on Business Performance
The impact on the Company group’s results for the fiscal year ending March 2027 will be minimal.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance by third-party allotment of the First Series Unsecured Convertible Bonds with Stock Acquisition Rights (with a conversion price adjustment clause) |
| Number of shares to be issued or disposed of | Potential shares: 5,000,000 (25 stock acquisition rights, each representing 200,000 shares) |
| Issue price and disposal price | ¥100 per ¥100 face value of each bond |
| Total issue value | ¥2,500,000,000 |
| Amount of funds to be raised | Total payment amount: ¥2,500,000,000; estimated net proceeds: ¥2,420,000,000 |
| Estimated issuance expenses | ¥80,000,000 |
| Specific use of funds | Details Growth investment aimed at developing new businesses / Amount ¥1,920 million / Scheduled timing of expenditures October 2026 to March 2028, Details Capital investment aimed at commercializing new batteries / Amount ¥500 million / Scheduled timing of expenditures October 2026 to December 2027 |
| Payment date | 11 September 2026 |
| Intended allottee | Name SILITECH TECHNOLOGY CORPORATION / Number of Shares Potential shares: 5,000,000 |
| Intended allottee's holding policy | The allottee intends to hold the Convertible Bonds with Stock Acquisition Rights and the Company's shares acquired through their conversion over the medium to long term after the allotment. As a general rule, the stock acquisition rights may not be exercised within 9 months from the payment date. The parties plan to agree that, until 273 days have elapsed from the payment date, the Company will not issue common shares or other securities without the Company's prior written consent. |
| Dilution Rate | 14.48% (based on total shares issued), 14.52% (based on total voting rights) |
| Total number of issued shares | 34,536,302 shares → 39,536,302 shares (if all are converted)（14.48％） |
| Basis for determining the amount to be paid | A 21.95% premium to the closing price of ¥410 on 25 August 2026, a 23.76% premium to the one-month average closing price of ¥404.00, a 10.73% premium to the three-month average closing price of ¥451.56, and a 10.23% premium to the six-month average closing price of ¥453.61. The Company also referred to the valuation conducted by Stand by C, an independent third-party valuation institution. |
| Exercise price | Not applicable. The initial conversion price is ¥500 and is subject to an adjustment clause. It will be adjusted to an amount equivalent to 90% of the average closing price for the 1-month period immediately preceding the adjustment date, subject to a minimum conversion price of ¥500. |
| Number of Stock Acquisition Rights | Total issued: 25; unexercised balance: Not disclosed |
| Transfer restriction period | Exercise restriction for 9 months from the payment date. Transfers of the Convertible Bonds with Stock Acquisition Rights require approval by the Board of Directors. |
| Conditions for lifting transfer restrictions | As a general rule, exercise is not permitted within 9 months from the payment date. If the number of shares acquired through conversion during a single calendar month exceeds 10% of the number of listed shares as of the payment date, conversion of the portion exceeding 10% will be restricted. |
| Procedures under the Corporate Code of Conduct | The Company obtained an opinion on the necessity and appropriateness of the third-party allotment from a special committee consisting of 3 members, including outside directors, with a certain degree of independence from management. The Audit and Supervisory Committee also expressed the opinion that the transaction was reasonable. |
| Most recent equity financing | Timing February 2025 / Type Acquisition of the Company's shares through a tender offer (TOB) / Amount Not disclosed |
| Major shareholders after the offering | Name SILITECH TECHNOLOGY CORPORATION / Shareholding ratio 51.96% (if all are converted), Name Fujitsu Limited / Shareholding ratio 15.37％, Name BNP PARIBAS LONDON BRANCH FOR PRIME BROKERAGE CLEARANCE ACCOUNT / Shareholding ratio 0.84％, Name Osako Yukinori (大佐古 幸典) / Shareholding ratio 0.52％, Name Hosoba Tsuyoshi (細羽 強) / Shareholding ratio 0.43％, Name FDK Business Partners' Shareholding Association / Shareholding ratio 0.42％, Name BARCLAYS CAPITAL SECURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.38％, Name CURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.35％, Name SBI SECURITIES CO., LTD. / Shareholding ratio 0.35％, Name Tanaka Akihō (田中 章帆) / Shareholding ratio 0.32％ |
| Impact on Business Performance | The impact on the Company group’s results for the fiscal year ending March 2027 will be minimal. |
Items this document does not state (7)
Exercise periodReason 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 raise ¥1,920 million for growth investment aimed at developing new businesses and ¥500 million for capital investment aimed at commercializing new batteries. In addition, to strengthen the capital relationship with the proposed allottee, which is already the Company's largest shareholder, and further deepen the cooperative relationship between the two companies.
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