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Share Issuance and Disposal6996NICHICON CORPORATIONElectrical equipment and precision instruments

Notice Regarding the Issuance of Euro-Yen-Denominated Callable Convertible Bonds with Stock Acquisition Rights Due 2031

Nichicon resolved to issue ¥22.0 billion in aggregate principal amount of Euro-yen convertible bonds with stock acquisition rights, subject to acquisition provisions, due 2031. The proceeds are expected to be used for capital investment in growth areas and the acquisition of treasury shares, while the conversion price will be determined at a later date.

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Scale
220
¥ hundred million
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Euro-yen convertible bonds with stock acquisition rights, subject to acquisition provisions, due 2031

Intended allottee
Aggregate individual purchase underwriting by the lead underwriters. Daiwa Capital Markets Europe Limited will act as sole bookrunner and lead underwriter. The number and names of the ultimate investors are Not disclosed
Amount of funds to be raised

Total payment amount: approximately ¥22.165 billion (¥22.0 billion × 100.75%); estimated net proceeds: approximately ¥22.0 billion

Specific use of funds
Capital investment and DX-related investment at manufacturing facilities in Japan and overseas to increase production of conductive polymer hybrid aluminum electrolytic capacitorsAmount Approximately ¥5.0 billion / Scheduled timing of expenditures By the end of March 2029
Capital investment at manufacturing facilities in Japan and overseas to increase production of large aluminum electrolytic capacitors (long-L type), primarily for AI server power suppliesAmount Approximately ¥7 billion / Scheduled timing of expenditures By the end of March 2028
Capital investment in factory buildings and related facilities to accommodate growing demand for application equipment businesses, including specialized power supplies for medical use and accelerator power supplies for academic researchAmount Approximately ¥5.0 billion / Scheduled timing of expenditures By the end of March 2028
Funds for the acquisition of treasury shares to mitigate the impact on the supply and demand of the shares, improve capital efficiency, enable flexible capital policy management and enhance shareholder returnsAmount Approximately ¥5.0 billion / Scheduled timing of expenditures Scheduled for 3 September 2026
Terms of the stock acquisition rights
Exercise price
The initial conversion price has not yet been determined. It will be set at or above the closing price of the common shares on the date of execution of the underwriting agreement. Adjustment provisions apply in the event of certain occurrences, including the issuance or disposal of shares and stock splits or consolidations
Exercise period
From 2 October 2026 through 4 September 2031, inclusive
Number of Stock Acquisition Rights
2,200 stock acquisition rights in total; the number of outstanding unexercised rights is Not disclosed
Reason for acquisition without consideration
From 18 September 2030 through 18 June 2031, the company may acquire the bonds with stock acquisition rights remaining outstanding as of 18 August 2031 after providing certain advance notice. This is conditional on the company’s common shares being listed on the Tokyo Stock Exchange on the acquisition date
Offering structure
Underwriter / lead underwriter
Daiwa Capital Markets Europe Limited (sole bookrunner and lead underwriter)
Payment date
18 September 2026 (London time)
Basis for determining the amount to be paid
The conversion price will be determined after taking into account investor demand and other market conditions, at no less than the closing price of the common shares on the date of execution of the underwriting agreement multiplied by 1.0. The specific premium rate over the closing price is Not disclosed
Procedures under the Corporate Code of Conduct
The issuance was resolved by the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed
Most recent equity financing
No applicable matters
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Euro-yen convertible bonds with stock acquisition rights, subject to acquisition provisions, due 2031
Issue price and disposal price103.25% of the principal amount of the bonds (offering price and issue price); the payment amount for the bonds will be 100.75% of the principal amount
Amount of funds to be raisedTotal payment amount: approximately ¥22.165 billion (¥22.0 billion × 100.75%); estimated net proceeds: approximately ¥22.0 billion
Specific use of fundsDetails Capital investment and DX-related investment at manufacturing facilities in Japan and overseas to increase production of conductive polymer hybrid aluminum electrolytic capacitors / Amount Approximately ¥5.0 billion / Scheduled timing of expenditures By the end of March 2029, Details Capital investment at manufacturing facilities in Japan and overseas to increase production of large aluminum electrolytic capacitors (long-L type), primarily for AI server power supplies / Amount Approximately ¥7 billion / Scheduled timing of expenditures By the end of March 2028, Details Capital investment in factory buildings and related facilities to accommodate growing demand for application equipment businesses, including specialized power supplies for medical use and accelerator power supplies for academic research / Amount Approximately ¥5.0 billion / Scheduled timing of expenditures By the end of March 2028, Details Funds for the acquisition of treasury shares to mitigate the impact on the supply and demand of the shares, improve capital efficiency, enable flexible capital policy management and enhance shareholder returns / Amount Approximately ¥5.0 billion / Scheduled timing of expenditures Scheduled for 3 September 2026
Payment date18 September 2026 (London time)
Intended allotteeAggregate individual purchase underwriting by the lead underwriters. Daiwa Capital Markets Europe Limited will act as sole bookrunner and lead underwriter. The number and names of the ultimate investors are Not disclosed
Basis for determining the amount to be paidThe conversion price will be determined after taking into account investor demand and other market conditions, at no less than the closing price of the common shares on the date of execution of the underwriting agreement multiplied by 1.0. The specific premium rate over the closing price is Not disclosed
Exercise priceThe initial conversion price has not yet been determined. It will be set at or above the closing price of the common shares on the date of execution of the underwriting agreement. Adjustment provisions apply in the event of certain occurrences, including the issuance or disposal of shares and stock splits or consolidations
Exercise periodFrom 2 October 2026 through 4 September 2031, inclusive
Number of Stock Acquisition Rights2,200 stock acquisition rights in total; the number of outstanding unexercised rights is Not disclosed
Reason for acquisition without considerationFrom 18 September 2030 through 18 June 2031, the company may acquire the bonds with stock acquisition rights remaining outstanding as of 18 August 2031 after providing certain advance notice. This is conditional on the company’s common shares being listed on the Tokyo Stock Exchange on the acquisition date
Underwriter / lead underwriterDaiwa Capital Markets Europe Limited (sole bookrunner and lead underwriter)
Procedures under the Corporate Code of ConductThe issuance was resolved by the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed
Most recent equity financingNo applicable matters
Impact on Business PerformanceThere is no change to the earnings forecast for the current fiscal year.
Items this document does not state (13)
Number of shares to be issued or disposed ofTotal issue valueEstimated issuance expensesIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor shareholders after the offering

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.

The proceeds will secure funds for capital investment to strengthen the production base for products targeting growth markets, diversify financing methods and secure financing capacity. In addition, part of the proceeds will be used to acquire treasury shares in order to mitigate the short-term impact of the issuance on the supply and demand of the shares, improve capital efficiency and enhance shareholder returns.

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Notice Regarding the Issuance of Euro-Yen-Denominated Callable Convertible Bonds with Stock Acquisition Rights Due 2031 | NICHICON CORPORATION (6996) timely disclosure | Komori