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Share Issuance and Disposal7012Kawasaki Heavy Industries,Ltd.Automobiles and transportation equipment

Notice Concerning the Determination of the Issue Terms, etc. for the Issuance of New Shares by Way of an International Offering and the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2031 and 2033 (Transition CBs)

The terms, including the issue price, payment amount and conversion price, have been determined for the issuance of new shares through an international offering and the Euro-Yen convertible bonds with stock acquisition rights due 2031 and 2033, both of which were resolved on 2 July.

Worth reading
75Important
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
97446150000
Yen (total issue price of the new shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through an international offering, Issuance of Euro-yen convertible bonds with stock acquisition rights due 2031, Issuance of Euro-Yen convertible bonds with stock acquisition rights due 2033 (Transition CBs)

発行・処分する株式数37,350,000Shares

37,350,000 shares (new shares)

¥2,501.40 per share (payment amount); offering price of ¥2,609.0 per share
Total issue value

¥97,446,150,000 (total issue price); ¥93,427,290,000 (total payment amount)

Amount of funds to be raised
New shares: total payment amount of ¥93,427,290,000; estimated net proceeds of approximately ¥92.4 billion. Convertible bonds with stock acquisition rights: approximately ¥101.0 billion (no estimated net proceeds 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 in the shipbuilding business to strengthen the construction system for next-generation energy carriers, including liquefied hydrogen carriers, LPG carriers and ammonia carriersScheduled timing of expenditures By the end of March 2029
Working capital if any funds remainAmount Remaining amount
Commercialisation demonstration projects for developing a liquefied hydrogen supply chain and other carbon-neutral investments, through investments in and loans to Japan Hydrogen Energy Co., Ltd.Amount Approximately ¥20.0 billion (bonds due 2031) / 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 (bonds due 2031) / Scheduled timing of expenditures By the end of March 2031
Commercialisation demonstration projects for developing a liquefied hydrogen supply chain, through investments in and loans to Japan Hydrogen Energy Co., Ltd.Amount Approximately ¥50.5 billion (bonds due 2033) / Scheduled timing of expenditures By the end of March 2031
Existing Shares and Increase
+2.97%Rate of increase
839,609,000 shares876,959,000Shares

2.97% potential share dilution

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
Due 2031: conversion price of ¥3,913. Due 2033: conversion price of ¥3,783. Adjustment provisions and floor: Not disclosed
Exercise period
From 14 August 2026 to 17 July 2031 (due 2031), From 14 August 2026 to 15 July 2033 (due 2033)
Number of Stock Acquisition Rights
Total number issued and outstanding unexercised rights: Not disclosed
Payment date
22 July 2026 (new shares), 31 July 2026 (convertible bonds with stock acquisition rights, London time)
Basis for determining the amount to be paid
The offering price of ¥2,609.0 was determined based on the closing price of ¥2,690.0 on 14 July 2026, representing a 3.01% discount
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through an international offering, Issuance of Euro-yen convertible bonds with stock acquisition rights due 2031, Issuance of Euro-Yen convertible bonds with stock acquisition rights due 2033 (Transition CBs)
Number of shares to be issued or disposed of37,350,000 shares (new shares)
Issue price and disposal price¥2,501.40 per share (payment amount); offering price of ¥2,609.0 per share
Total issue value¥97,446,150,000 (total issue price); ¥93,427,290,000 (total payment amount)
Amount of funds to be raisedNew shares: total payment amount of ¥93,427,290,000; estimated net proceeds of approximately ¥92.4 billion. Convertible bonds with stock acquisition rights: approximately ¥101.0 billion (no estimated net proceeds disclosed)
Specific use of fundsDetails 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 in the shipbuilding business to strengthen the construction system for next-generation energy carriers, including liquefied hydrogen carriers, LPG carriers and ammonia carriers / 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 Not disclosed, Details Commercialisation demonstration projects for developing a liquefied hydrogen supply chain and other carbon-neutral investments, through investments in and loans to Japan Hydrogen Energy Co., Ltd. / Amount Approximately ¥20.0 billion (bonds due 2031) / 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 (bonds due 2031) / Scheduled timing of expenditures By the end of March 2031, Details Commercialisation demonstration projects for developing a liquefied hydrogen supply chain, through investments in and loans to Japan Hydrogen Energy Co., Ltd. / Amount Approximately ¥50.5 billion (bonds due 2033) / Scheduled timing of expenditures By the end of March 2031
Payment date22 July 2026 (new shares), 31 July 2026 (convertible bonds with stock acquisition rights, London time)
Dilution Rate2.97% potential share dilution
Total number of issued shares839,609,000 shares → 876,959,000 shares(Approximately 4.45%)
Basis for determining the amount to be paidThe offering price of ¥2,609.0 was determined based on the closing price of ¥2,690.0 on 14 July 2026, representing a 3.01% discount
Exercise priceDue 2031: conversion price of ¥3,913. Due 2033: conversion price of ¥3,783. Adjustment provisions and floor: Not disclosed
Exercise periodFrom 14 August 2026 to 17 July 2031 (due 2031), From 14 August 2026 to 15 July 2033 (due 2033)
Number of Stock Acquisition RightsTotal number issued and outstanding unexercised rights: Not disclosed
Items this document does not state (15)
Estimated issuance expensesIntended allotteeIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 estimated net proceeds from the new share issuance are planned to be used for capital expenditures to strengthen the production base and other purposes. The proceeds from the convertible bonds with stock acquisition rights are planned to be used for the development of a liquefied hydrogen supply chain, physical AI research and development, investments and loans, and other purposes.

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Notice Concerning the Determination of the Issue Terms, etc. for the Issuance of New Shares by Way of an International Offering and the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2031 and 2033 (Transition CBs) | Kawasaki Heavy Industries,Ltd. (7012) timely disclosure | Komori