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Share Issuance and Disposal6997NIPPON CHEMI-CON CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Issuance of Class Shares by Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Reduction of the Amounts of Stated Capital and Capital Reserves, and Acquisition and Cancellation of Class A Shares

The Company resolved to issue 6,000 Class C Shares and 3,000 Class D Shares to Development Bank of Japan Inc. by third-party allotment, raising a total of ¥9.0 billion. In addition, the Company plans to acquire and cancel 10,000 Class A Shares, amend its Articles of Incorporation, and reduce the amounts of stated capital and capital reserves.

Worth reading
84Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
9000000000
Yen (total amount payable)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new Class C Shares and Class D Shares by third-party allotment

発行・処分する株式数

Class C Shares 6,000 shares / Class D Shares 3,000 shares

Intended allottee
Name Development Bank of Japan Inc. / Class C Shares 6,000 shares / Class D Shares 3,000 shares
Class C Shares ¥1,000,000 per share / Class D Shares ¥1,000,000 per share
Total issue value

Class C Shares ¥6,000,000,000 / Class D Shares ¥3,000,000,000 / Total ¥9,000,000,000

Amount of funds to be raised
Total payment amount ¥9,000,000,000 / Estimated net proceeds ¥8,767,000,000
Estimated issuance expenses
¥233,000,000
Specific use of funds
Installation of production equipment for large-capacity aluminum electrolytic capacitors for the AI server marketAmount ¥4,840 million / Scheduled timing of expenditures April 2026 to June 2028
Investment in production equipment to increase market share in the mass-market (general-purpose products) segmentAmount ¥2,460 million / Scheduled timing of expenditures April 2026 to June 2028
Research and development-related investmentAmount ¥1,467 million / Scheduled timing of expenditures April 2026 to March 2029
発行済株式総数

Approximately 8.75% on a voting-rights basis if the right to demand acquisition of Class D Shares in exchange for common shares is exercised in full

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
The acquisition price for the right to demand acquisition of Class D Shares in exchange for common shares is ¥1,396. Adjustment provisions apply in the event of a share split, consolidation of shares, or similar event. The floor price is Not disclosed.
Exercise period
The right to demand acquisition of Class D Shares in exchange for common shares may be exercised on or after the day following the first anniversary of the issue date. However, under the investment agreement, it may generally be exercised only after 29 June 2029 or if JIS No. 3 Fund ceases to hold the Class B Shares.
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
Both Class C Shares and Class D Shares are subject to transfer restrictions under the issuance terms. Transfers of Class D Shares must be reported for two years from the payment date.
Conditions for lifting transfer restrictions
Company board approval is required for the acquisition of Class C Shares or Class D Shares through a transfer.
Offering structure
Major shareholders after the offering
Type Class C Shares / Name Development Bank of Japan Inc. / Shareholding ratio 100%Type Class D Shares / Name Development Bank of Japan Inc. / Shareholding ratio 100%Type Common shares / Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 10.57%Type Common shares / Name KOREA SECURITIES DEPOSITORY-SAMSUNG / Shareholding ratio 7.40%Type Common shares / Name INTERACTIVE BROKERS LLC / Shareholding ratio 4.25%Type Common shares / Name MSIP CLIENT SECURITIES / Shareholding ratio 3.49%Type Common shares / Name BBH CO FOR ARCUS JAPAN VALUE FUND / Shareholding ratio 2.69%Type Common shares / Name Mizuho Securities Co., Ltd. / Shareholding ratio 2.46%Type Common shares / Name 株式会社三菱UFJ銀行 / Shareholding ratio 2.34%Type Common shares / Name Nippon Life Insurance Company / Shareholding ratio 2.29%Type Common shares / Name STATE STREET BANK AND TRUST COMPANY 505001 / Shareholding ratio 2.20%Type Common shares / Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.85%
Intended allottee's holding policy
Development Bank of Japan Inc. intends to make a medium-term investment and, after acquiring these class shares, plans to hold them in accordance with the issuance terms and other applicable provisions. The issuance terms include transfer restrictions, and the Company plans to obtain a written undertaking that any transfer of Class D Shares during the two years after acquisition will be reported to the Company.
Payment date
29 June 2026
Basis for determining the amount to be paid
The issue price was determined through negotiations at ¥1,000,000 per share, taking into account the valuation conducted by an independent valuation institution, the preferred dividend rate, credit costs, and other factors. The valuation report indicated values of approximately ¥887,000 to ¥1,012,000 for Class C Shares and approximately ¥953,000 to ¥1,062,000 for Class D Shares. No discount or premium to the closing price or average share price of the common shares was disclosed.
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 conducting a procedure to confirm shareholders' intent are not required. Approval by a special resolution of the shareholders meeting is required as a condition for the issue of shares on favorable terms.
Most recent equity financing
Timing Payment made on 14 November 2023 / Type Issuance of common shares by third-party allotment / Amount ¥2,374,148,000 (estimated net proceeds), Timing Payment made on 27 December 2023 / Type Issuance of Class A Shares and Class B Shares by third-party allotment / Amount ¥14,810,000,000 (estimated net proceeds)
Impact on Business Performance
The funds raised through this third-party allotment are scheduled to be allocated to growth investments in growth areas, but the impact on business performance is expected to be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new Class C Shares and Class D Shares by third-party allotment
Number of shares to be issued or disposed ofClass C Shares 6,000 shares / Class D Shares 3,000 shares
Issue price and disposal priceClass C Shares ¥1,000,000 per share / Class D Shares ¥1,000,000 per share
Total issue valueClass C Shares ¥6,000,000,000 / Class D Shares ¥3,000,000,000 / Total ¥9,000,000,000
Amount of funds to be raisedTotal payment amount ¥9,000,000,000 / Estimated net proceeds ¥8,767,000,000
Estimated issuance expenses¥233,000,000
Specific use of fundsDetails Installation of production equipment for large-capacity aluminum electrolytic capacitors for the AI server market / Amount ¥4,840 million / Scheduled timing of expenditures April 2026 to June 2028, Details Investment in production equipment to increase market share in the mass-market (general-purpose products) segment / Amount ¥2,460 million / Scheduled timing of expenditures April 2026 to June 2028, Details Research and development-related investment / Amount ¥1,467 million / Scheduled timing of expenditures April 2026 to March 2029
Payment date29 June 2026
Intended allotteeName Development Bank of Japan Inc. / Class C Shares 6,000 shares / Class D Shares 3,000 shares
Intended allottee's holding policyDevelopment Bank of Japan Inc. intends to make a medium-term investment and, after acquiring these class shares, plans to hold them in accordance with the issuance terms and other applicable provisions. The issuance terms include transfer restrictions, and the Company plans to obtain a written undertaking that any transfer of Class D Shares during the two years after acquisition will be reported to the Company.
Dilution RateApproximately 8.75% on a voting-rights basis if the right to demand acquisition of Class D Shares in exchange for common shares is exercised in full
Total number of issued shares24,698,450 common shares, 10,000 Class A Shares, and 3,001 Class B Shares (as of 31 December 2025) → 24,698,450 common shares, 6,000 Class C Shares, 3,000 Class D Shares, Class A Shares scheduled for acquisition and cancellation, and 3,001 Class B Shares(Approximately 8.75% on a voting-rights basis if the Class D right is exercised in full)
Basis for determining the amount to be paidThe issue price was determined through negotiations at ¥1,000,000 per share, taking into account the valuation conducted by an independent valuation institution, the preferred dividend rate, credit costs, and other factors. The valuation report indicated values of approximately ¥887,000 to ¥1,012,000 for Class C Shares and approximately ¥953,000 to ¥1,062,000 for Class D Shares. No discount or premium to the closing price or average share price of the common shares was disclosed.
Exercise priceThe acquisition price for the right to demand acquisition of Class D Shares in exchange for common shares is ¥1,396. Adjustment provisions apply in the event of a share split, consolidation of shares, or similar event. The floor price is Not disclosed.
Exercise periodThe right to demand acquisition of Class D Shares in exchange for common shares may be exercised on or after the day following the first anniversary of the issue date. However, under the investment agreement, it may generally be exercised only after 29 June 2029 or if JIS No. 3 Fund ceases to hold the Class B Shares.
Transfer restriction periodBoth Class C Shares and Class D Shares are subject to transfer restrictions under the issuance terms. Transfers of Class D Shares must be reported for two years from the payment date.
Conditions for lifting transfer restrictionsCompany board approval is required for the acquisition of Class C Shares or Class D Shares through a transfer.
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 conducting a procedure to confirm shareholders' intent are not required. Approval by a special resolution of the shareholders meeting is required as a condition for the issue of shares on favorable terms.
Most recent equity financingTiming Payment made on 14 November 2023 / Type Issuance of common shares by third-party allotment / Amount ¥2,374,148,000 (estimated net proceeds), Timing Payment made on 27 December 2023 / Type Issuance of Class A Shares and Class B Shares by third-party allotment / Amount ¥14,810,000,000 (estimated net proceeds)
Major shareholders after the offeringType Class C Shares / Name Development Bank of Japan Inc. / Shareholding ratio 100%, Type Class D Shares / Name Development Bank of Japan Inc. / Shareholding ratio 100%, Type Common shares / Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 10.57%, Type Common shares / Name KOREA SECURITIES DEPOSITORY-SAMSUNG / Shareholding ratio 7.40%, Type Common shares / Name INTERACTIVE BROKERS LLC / Shareholding ratio 4.25%, Type Common shares / Name MSIP CLIENT SECURITIES / Shareholding ratio 3.49%, Type Common shares / Name BBH CO FOR ARCUS JAPAN VALUE FUND / Shareholding ratio 2.69%, Type Common shares / Name Mizuho Securities Co., Ltd. / Shareholding ratio 2.46%, Type Common shares / Name 株式会社三菱UFJ銀行 / Shareholding ratio 2.34%, Type Common shares / Name Nippon Life Insurance Company / Shareholding ratio 2.29%, Type Common shares / Name STATE STREET BANK AND TRUST COMPANY 505001 / Shareholding ratio 2.20%, Type Common shares / Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.85%
Impact on Business PerformanceThe funds raised through this third-party allotment are scheduled to be allocated to growth investments in growth areas, but the impact on business performance is expected to be minor.
Items this document does not state (7)
Number of Stock Acquisition RightsReason 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 secure growth capital for investments in production equipment for large-capacity aluminum electrolytic capacitors for the AI server market, production equipment for the mass market, and research and development, and to maintain a sound financial base after the redemption of the Class A Shares. The measures are also intended to reduce the dividend and redemption burden of the Class A Shares and avoid sharp dilution of the common shares.

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Notice Regarding the Issuance of Class Shares by Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Reduction of the Amounts of Stated Capital and Capital Reserves, and Acquisition and Cancellation of Class A Shares | NIPPON CHEMI-CON CORPORATION (6997) timely disclosure | Komori