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Share Issuance and Disposal7273IKUYO CO.,LTD.Automobiles and transportation equipment

Notice Regarding a Third-Party Allotment of Shares by a Consolidated Subsidiary and a Change in a Specified Subsidiary

The wholly owned subsidiary has decided to issue 500 common shares to a business partner at ¥1 million per share, raising ¥500 million. In addition, an issuance framework has been established allowing the subsidiary to issue up to an additional 5,000 shares, for a total of up to ¥5 billion, within the next year, and the subsidiary is expected to become a specified subsidiary.

Worth reading
75Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
500000000
¥
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment

Who receives how much

Shares decided for issuance on this occasion: 500 common shares. Maximum issuance: 5,000 common shares

NIHA株式会社500 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,000,000 per share
Total issue value

¥500,000,000 (shares decided for issuance on this occasion)

Amount of funds to be raised
Total amount paid in: ¥500,000,000. Estimated net proceeds: Not disclosed
Specific use of funds
Research and development and capital investment in next-generation automotive parts addressing autonomous driving technology and EVs (electrification) in the automotive parts business, as well as the CASE fields, including connected cars
Capital investment and funds for business development in new business fields, including Web3, the environment, robotics and hydrogen
Establishment of global management and governance structures in preparation for a U.S. listing, and recruitment of highly specialized personnel
Funds for equity investments in and investments in external companies
Existing Shares and Increase
+4.76%Rate of increase
10,000 shares10,500Shares

4.76% (500 shares after issuance ÷ 10,000 shares before issuance. NIHA株式会社's voting-rights ownership ratio after issuance will be 4.7%)

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.

Offering structure
Major shareholders after the offering
Name IKUYO CO.,LTD. / Shareholding ratio 95.2%Name NIHA株式会社 / Shareholding ratio 4.7%
Payment date
30 March 2027 (summary section for the shares decided for issuance on this occasion). The schedule section states 31 August 2026
Procedures under the Corporate Code of Conduct
At an extraordinary general meeting of shareholders of the wholly owned subsidiary, a written resolution approving the delegation to the board of directors of authority to determine the offering terms was passed, and the Company, as the wholly owning parent company, adopted a consent resolution
Impact on Business Performance
The impact on the Company's consolidated results for the current fiscal year is currently under review. If any matters requiring disclosure arise, the Company will promptly disclose them. The Company will also promptly disclose the specific terms and other details of the remaining ¥4.5 billion issuance capacity once they are determined.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment
Number of shares to be issued or disposed ofShares decided for issuance on this occasion: 500 common shares. Maximum issuance: 5,000 common shares
Issue price and disposal price¥1,000,000 per share
Total issue value¥500,000,000 (shares decided for issuance on this occasion)
Amount of funds to be raisedTotal amount paid in: ¥500,000,000. Estimated net proceeds: Not disclosed
Specific use of fundsDetails Research and development and capital investment in next-generation automotive parts addressing autonomous driving technology and EVs (electrification) in the automotive parts business, as well as the CASE fields, including connected cars / Amount Not disclosed / Scheduled timing of expenditures Not disclosed, Details Capital investment and funds for business development in new business fields, including Web3, the environment, robotics and hydrogen / Amount Not disclosed / Scheduled timing of expenditures Not disclosed, Details Establishment of global management and governance structures in preparation for a U.S. listing, and recruitment of highly specialized personnel / Amount Not disclosed / Scheduled timing of expenditures Not disclosed, Details Funds for equity investments in and investments in external companies / Amount Not disclosed / Scheduled timing of expenditures Not disclosed
Payment date30 March 2027 (summary section for the shares decided for issuance on this occasion). The schedule section states 31 August 2026
Intended allotteeName NIHA株式会社 / Category Corporation that will be a business partner or similar party / Number of Shares 500 shares
Dilution Rate4.76% (500 shares after issuance ÷ 10,000 shares before issuance. NIHA株式会社's voting-rights ownership ratio after issuance will be 4.7%)
Total number of issued shares10,000 shares → 10,500 shares(5.0%)
Procedures under the Corporate Code of ConductAt an extraordinary general meeting of shareholders of the wholly owned subsidiary, a written resolution approving the delegation to the board of directors of authority to determine the offering terms was passed, and the Company, as the wholly owning parent company, adopted a consent resolution
Major shareholders after the offeringName IKUYO CO.,LTD. / Shareholding ratio 95.2%, Name NIHA株式会社 / Shareholding ratio 4.7%
Impact on Business PerformanceThe impact on the Company's consolidated results for the current fiscal year is currently under review. If any matters requiring disclosure arise, the Company will promptly disclose them. The Company will also promptly disclose the specific terms and other details of the remaining ¥4.5 billion issuance capacity once they are determined.
Items this document does not state (15)
Estimated issuance expensesIntended allottee's holding policyBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing

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 funds will be used for research and development and capital investment in the automotive parts business; capital investment and business development in new businesses; the establishment of management and governance structures and recruitment of personnel in preparation for a U.S. listing; and equity investments in and investments in external companies. The funds will also be used to accelerate the establishment of a structure aligned with the Group's growth strategy and anticipated U.S. listing, and to promote alliances with business partners and others flexibly.

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Notice Regarding a Third-Party Allotment of Shares by a Consolidated Subsidiary and a Change in a Specified Subsidiary | IKUYO CO.,LTD. (7273) timely disclosure | Komori