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How definitive the wording is.Details of issuance or disposal
Issuance of new shares by way of an international offering and issuance of Euro-yen convertible bonds with stock acquisition rights due 2031 and 2033
発行・処分する株式数37,350,000Shares
New shares: 37,350,000 shares. The number of shares issued upon conversion of the convertible bonds with stock acquisition rights is Not disclosed because the conversion price has not been determined.
Intended allottee
New shares: the underwriters, with Nomura International plc and Mizuho International plc acting as joint lead managers and joint bookrunners. Bonds: the syndicate underwriters, with Mizuho International plc and Nomura International plc acting as joint lead managers and joint bookrunners.
New shares: a price equal to 0.90–1.00 times the closing price on the date on which the issue price and other terms are determined. Bonds due 2031 and bonds due 2033: 103.5% of the principal amount.
Total issue value
New shares: Not disclosed. Bonds due 2031: ¥50 billion. Bonds due 2033: ¥50 billion.
Amount of funds to be raised
New shares: estimated net proceeds of approximately ¥92.7 billion. Convertible bonds with stock acquisition rights: approximately ¥101.0 billion. The breakdown of the total subscription amount and estimated net proceeds is Not disclosed.
Specific use of funds
Capital expenditures at the Gifu, Nagoya, Seishin and Akashi plants for increased production and improved production efficiency in the commercial aircraft and commercial aircraft engine businessesScheduled timing of expenditures By the end of March 2029
Capital expenditures at the Akashi plant to expand production capacity in the gas turbine businessScheduled timing of expenditures By the end of March 2029
Capital expenditures at the Nishikobe plant for the robotics-related business, including preparations for increased production of robots for semiconductor manufacturing equipmentScheduled timing of expenditures By the end of March 2029
Capital expenditures at the Sakaide plant to strengthen the construction capabilities for next-generation energy carriers, including liquid hydrogen carriers and LPG and ammonia carriers, in the shipbuilding businessScheduled timing of expenditures By the end of March 2029
Working capital if any funds remainAmount Remaining amount / Scheduled timing of expenditures By the end of March 2029
Funding for commercialization demonstration projects to build a liquid hydrogen supply chain through investments in and loans to 日本水素エネルギー株式会社, and other investments related to carbon neutralityAmount Approximately ¥20.0 billion / Scheduled timing of expenditures By the end of March 2031
Research and development expenses for physical AI, investments in and loans to expand alliances, and funds for repaying borrowings or redeeming bondsAmount Approximately ¥30.5 billion / Scheduled timing of expenditures By the end of March 2031
Funding for commercialization demonstration projects to build a liquid hydrogen supply chain through investments in and loans to 日本水素エネルギー株式会社Amount Approximately ¥50.5 billion / Scheduled timing of expenditures By the end of March 2031
Existing Shares and Increase
+4.45%Rate of increase
839,609,000 shares876,959,000Shares
Approximately 4.45% for the new shares only. The dilution rate including the convertible bonds with stock acquisition rights has not been calculated because the conversion price has not been determined.
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 initial conversion price for both the bonds due 2031 and the bonds due 2033 has not been determined. It will be no lower than the closing price immediately preceding the execution of the underwriting agreement and will be adjusted for share issuances, stock splits or consolidations, certain dividends and other events.
Exercise period
Bonds due 2031: 14 August 2026 to 17 July 2031. Bonds due 2033: 14 August 2026 to 15 July 2033.
Number of Stock Acquisition Rights
Bonds due 2031: 5,000 stock acquisition rights plus those relating to replacement bond certificates with stock acquisition rights. Bonds due 2033: 5,000 stock acquisition rights plus those relating to replacement bond certificates with stock acquisition rights. Unexercised balance: Not disclosed.
Offering structure
Underwriter / lead underwriter
Nomura International plc、Mizuho International plc
Stock Split RatioA 1-for-5 stock split. Effective date: 1 April 2026.
Payment date
New shares: any date between 22 July 2026 and 24 July 2026, five business days after the date on which the issue price and other terms are determined. Bonds: 31 July 2026.
Basis for determining the amount to be paid
For the new shares, the indicative price range under the book-building method will be 0.90–1.00 times the closing price on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined. The conversion price will be determined after taking into account investor demand and market conditions and will not be lower than the closing price immediately preceding the execution of the underwriting agreement.
Procedures under the Corporate Code of Conduct
Information regarding obtaining an opinion from an independent third party or confirming shareholders’ intentions is Not disclosed. A third-party assessment of the Transition CBs was obtained from Japan Credit Rating Agency, Ltd.
Most recent equity financing
No applicable matters
Impact on Business Performance
The international offering will not result in any change to the consolidated earnings forecast for the fiscal year ending March 2027. The company believes the offering will improve and strengthen its financial position and contribute to medium- to long-term growth and improved profitability.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by way of an international offering and issuance of Euro-yen convertible bonds with stock acquisition rights due 2031 and 2033 |
| Number of shares to be issued or disposed of | New shares: 37,350,000 shares. The number of shares issued upon conversion of the convertible bonds with stock acquisition rights is Not disclosed because the conversion price has not been determined. |
| Issue price and disposal price | New shares: a price equal to 0.90–1.00 times the closing price on the date on which the issue price and other terms are determined. Bonds due 2031 and bonds due 2033: 103.5% of the principal amount. |
| Total issue value | New shares: Not disclosed. Bonds due 2031: ¥50 billion. Bonds due 2033: ¥50 billion. |
| Amount of funds to be raised | New shares: estimated net proceeds of approximately ¥92.7 billion. Convertible bonds with stock acquisition rights: approximately ¥101.0 billion. The breakdown of the total subscription amount and estimated net proceeds is Not disclosed. |
| Specific use of funds | Details Capital expenditures at the Gifu, Nagoya, Seishin and Akashi plants for increased production and improved production efficiency in the commercial aircraft and commercial aircraft engine businesses / Amount Not disclosed / Scheduled timing of expenditures By the end of March 2029, Details Capital expenditures at the Akashi plant to expand production capacity in the gas turbine business / Amount Not disclosed / Scheduled timing of expenditures By the end of March 2029, Details Capital expenditures at the Nishikobe plant for the robotics-related business, including preparations for increased production of robots for semiconductor manufacturing equipment / Amount Not disclosed / Scheduled timing of expenditures By the end of March 2029, Details Capital expenditures at the Sakaide plant to strengthen the construction capabilities for next-generation energy carriers, including liquid hydrogen carriers and LPG and ammonia carriers, in the shipbuilding business / Amount Not disclosed / Scheduled timing of expenditures By the end of March 2029, Details Working capital if any funds remain / Amount Remaining amount / Scheduled timing of expenditures By the end of March 2029, Details Funding for commercialization demonstration projects to build a liquid hydrogen supply chain through investments in and loans to 日本水素エネルギー株式会社, and other investments related to carbon neutrality / Amount Approximately ¥20.0 billion / Scheduled timing of expenditures By the end of March 2031, Details Research and development expenses for physical AI, investments in and loans to expand alliances, and funds for repaying borrowings or redeeming bonds / Amount Approximately ¥30.5 billion / Scheduled timing of expenditures By the end of March 2031, Details Funding for commercialization demonstration projects to build a liquid hydrogen supply chain through investments in and loans to 日本水素エネルギー株式会社 / Amount Approximately ¥50.5 billion / Scheduled timing of expenditures By the end of March 2031 |
| Payment date | New shares: any date between 22 July 2026 and 24 July 2026, five business days after the date on which the issue price and other terms are determined. Bonds: 31 July 2026. |
| Intended allottee | New shares: the underwriters, with Nomura International plc and Mizuho International plc acting as joint lead managers and joint bookrunners. Bonds: the syndicate underwriters, with Mizuho International plc and Nomura International plc acting as joint lead managers and joint bookrunners. |
| Dilution Rate | Approximately 4.45% for the new shares only. The dilution rate including the convertible bonds with stock acquisition rights has not been calculated because the conversion price has not been determined. |
| Total number of issued shares | 839,609,000 shares → 876,959,000 shares（Approximately 4.45%） |
| Basis for determining the amount to be paid | For the new shares, the indicative price range under the book-building method will be 0.90–1.00 times the closing price on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined. The conversion price will be determined after taking into account investor demand and market conditions and will not be lower than the closing price immediately preceding the execution of the underwriting agreement. |
| Exercise price | The initial conversion price for both the bonds due 2031 and the bonds due 2033 has not been determined. It will be no lower than the closing price immediately preceding the execution of the underwriting agreement and will be adjusted for share issuances, stock splits or consolidations, certain dividends and other events. |
| Exercise period | Bonds due 2031: 14 August 2026 to 17 July 2031. Bonds due 2033: 14 August 2026 to 15 July 2033. |
| Number of Stock Acquisition Rights | Bonds due 2031: 5,000 stock acquisition rights plus those relating to replacement bond certificates with stock acquisition rights. Bonds due 2033: 5,000 stock acquisition rights plus those relating to replacement bond certificates with stock acquisition rights. Unexercised balance: Not disclosed. |
| Underwriter / lead underwriter | Nomura International plc、Mizuho International plc |
| Stock Split Ratio | A 1-for-5 stock split. Effective date: 1 April 2026. |
| Procedures under the Corporate Code of Conduct | Information regarding obtaining an opinion from an independent third party or confirming shareholders’ intentions is Not disclosed. A third-party assessment of the Transition CBs was obtained from Japan Credit Rating Agency, Ltd. |
| Most recent equity financing | No applicable matters |
| Impact on Business Performance | The international offering will not result in any change to the consolidated earnings forecast for the fiscal year ending March 2027. The company believes the offering will improve and strengthen its financial position and contribute to medium- to long-term growth and improved profitability. |
Items this document does not state (9)
Estimated issuance expensesIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentMajor 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.To strengthen the production base supporting the growth of each business, build a liquid hydrogen supply chain, implement physical AI, improve and strengthen the company’s financial position, and achieve medium- to long-term growth and improved profitability.
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