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Share Issuance and Disposal7746OKAMOTO GLASS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance by Third-Party Allotment of the 11th Stock Acquisition Rights (with Exercise Price Adjustment and Suspension Designation Provisions) and the 12th Stock Acquisition Rights

岡本硝子 resolved to issue 18,000 units of the 11th Stock Acquisition Rights and 2,000 units of the 12th Stock Acquisition Rights through a third-party allotment to Nomura Securities Co., Ltd. The exercise price of the 11th Stock Acquisition Rights will be adjusted in line with the share price, while the exercise price of the 12th Stock Acquisition Rights will be fixed.

Worth reading
86Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
2000000
Number of potential shares
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of the 11th Stock Acquisition Rights (with Exercise Price Adjustment and Suspension Designation Clauses) and the 12th Stock Acquisition Rights through a third-party allotment

Who receives how much

11th Series Stock Acquisition Rights 18,000 units, representing 1,800,000 potential shares (100 shares per unit) / 12th Series Stock Acquisition Rights 2,000 units, representing 200,000 potential shares (100 shares per unit)

Nomura Securities Co., Ltd.2,000,000 potential shares (1,800,000 from the 11th and 200,000 from the 12th)

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

11th Series Stock Acquisition Rights ¥231 per unit (subject to a possible increase on the pricing determination date) / 12th Series Stock Acquisition Rights ¥48 per unit (subject to a possible increase on the pricing determination date)
Total issue value

¥4,254,000 (¥4,158,000 for the 11th and ¥96,000 for the 12th; subject to a possible increase on the pricing determination date)

Amount of funds to be raised
Total amount to be paid in: ¥1,609,054,000; estimated net proceeds: ¥1,599,054,000
Estimated issuance expenses
¥10,000,000
Specific use of funds
Capital investment in new facilities for data center-related productsAmount ¥800 million / Scheduled timing of expenditures July 2026 to June 2029
Capital investment in new facilities for new light guide devicesAmount ¥600 million / Scheduled timing of expenditures July 2026 to June 2029
Additional working capital resulting from the new capital investments described in (1) and (2) aboveAmount ¥199 million / Scheduled timing of expenditures October 2026 to June 2029
Existing Shares and Increase
+6.87%Rate of increase
29,121,543 shares31,121,543Shares

Maximum 6.87% (maximum 6.89% based on the total number of voting rights)

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
11th: Initially, the higher of the reference share price on the pricing determination date and the minimum exercise price. The exercise price will be adjusted to 91% of the TSE closing price on the trading day immediately preceding each exercise request notice, subject to a minimum exercise price. 12th: Fixed at the higher of 130% of the reference share price on the pricing determination date and ¥702.
Exercise period
From the second trading day after the allotment date through the third anniversary of the allotment date (or the immediately preceding trading day if the anniversary falls on a non-trading day)
Number of Stock Acquisition Rights
Total issuance of 20,000 units (18,000 units of the 11th and 2,000 units of the 12th). Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If the Company's Board of Directors designates an acquisition date, if a corporate reorganization transaction is approved, if the shares are designated as Securities Under Supervision, Securities Under Special Alert, or Securities to Be Delisted, or if delisting is decided. If the allottee requests acquisition under certain circumstances, the Company will also acquire the remaining Stock Acquisition Rights at an amount equal to the paid-in amount.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd.
Major shareholders after the offering
As Nomura Securities Co., Ltd. has not undertaken to hold the securities for the long term, the major shareholders and their shareholdings following the offering are not shown.
Intended allottee's holding policy
Any transfer of these Stock Acquisition Rights to a third party requires the approval of the Company's Board of Directors. The common shares delivered upon exercise will generally not be held for an extended period and are intended to be sold in a timely and appropriate manner, taking into account the share price and market conditions.
Payment date
Any date between 5 June 2026 and 9 June 2026 (15 days after the pricing determination date; if the date falls on a non-business day, the following business day)
Basis for determining the amount to be paid
Valuation based on a Monte Carlo simulation conducted by a third-party valuation institution. The assumptions included a valuation date of 14 May 2026, a share price of ¥779, volatility of 79.7%, expected dividends of ¥0 per share, and a risk-free interest rate of 1.6%, among others. The valuation will be recalculated on the pricing determination date, and the issue price will be increased if the value rises.
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 or conducting a shareholder approval process is not required.
Most recent equity financing
Timing 6 June 2025 / Type 10th Series of Share Acquisition Rights through Third-Party Allotment (with Exercise Price Adjustment Clause) / Amount Estimated funds to be raised at issuance: ¥965,982,960; estimated net proceeds: ¥954 million
Impact on Business Performance
This financing will have no impact on the earnings forecast for the current fiscal year.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 11th Stock Acquisition Rights (with Exercise Price Adjustment and Suspension Designation Clauses) and the 12th Stock Acquisition Rights through a third-party allotment
Number of shares to be issued or disposed of11th Series Stock Acquisition Rights 18,000 units, representing 1,800,000 potential shares (100 shares per unit) / 12th Series Stock Acquisition Rights 2,000 units, representing 200,000 potential shares (100 shares per unit)
Issue price and disposal price11th Series Stock Acquisition Rights ¥231 per unit (subject to a possible increase on the pricing determination date) / 12th Series Stock Acquisition Rights ¥48 per unit (subject to a possible increase on the pricing determination date)
Total issue value¥4,254,000 (¥4,158,000 for the 11th and ¥96,000 for the 12th; subject to a possible increase on the pricing determination date)
Amount of funds to be raisedTotal amount to be paid in: ¥1,609,054,000; estimated net proceeds: ¥1,599,054,000
Estimated issuance expenses¥10,000,000
Specific use of fundsDetails Capital investment in new facilities for data center-related products / Amount ¥800 million / Scheduled timing of expenditures July 2026 to June 2029, Details Capital investment in new facilities for new light guide devices / Amount ¥600 million / Scheduled timing of expenditures July 2026 to June 2029, Details Additional working capital resulting from the new capital investments described in (1) and (2) above / Amount ¥199 million / Scheduled timing of expenditures October 2026 to June 2029
Payment dateAny date between 5 June 2026 and 9 June 2026 (15 days after the pricing determination date; if the date falls on a non-business day, the following business day)
Intended allotteeName Nomura Securities Co., Ltd. / Number of Shares 2,000,000 potential shares (1,800,000 from the 11th and 200,000 from the 12th)
Intended allottee's holding policyAny transfer of these Stock Acquisition Rights to a third party requires the approval of the Company's Board of Directors. The common shares delivered upon exercise will generally not be held for an extended period and are intended to be sold in a timely and appropriate manner, taking into account the share price and market conditions.
Dilution RateMaximum 6.87% (maximum 6.89% based on the total number of voting rights)
Total number of issued shares29,121,543 shares → 31,121,543 shares (assuming all Stock Acquisition Rights are exercised)(6.87%)
Basis for determining the amount to be paidValuation based on a Monte Carlo simulation conducted by a third-party valuation institution. The assumptions included a valuation date of 14 May 2026, a share price of ¥779, volatility of 79.7%, expected dividends of ¥0 per share, and a risk-free interest rate of 1.6%, among others. The valuation will be recalculated on the pricing determination date, and the issue price will be increased if the value rises.
Exercise price11th: Initially, the higher of the reference share price on the pricing determination date and the minimum exercise price. The exercise price will be adjusted to 91% of the TSE closing price on the trading day immediately preceding each exercise request notice, subject to a minimum exercise price. 12th: Fixed at the higher of 130% of the reference share price on the pricing determination date and ¥702.
Exercise periodFrom the second trading day after the allotment date through the third anniversary of the allotment date (or the immediately preceding trading day if the anniversary falls on a non-trading day)
Number of Stock Acquisition RightsTotal issuance of 20,000 units (18,000 units of the 11th and 2,000 units of the 12th). Unexercised balance: Not disclosed.
Reason for acquisition without considerationIf the Company's Board of Directors designates an acquisition date, if a corporate reorganization transaction is approved, if the shares are designated as Securities Under Supervision, Securities Under Special Alert, or Securities to Be Delisted, or if delisting is decided. If the allottee requests acquisition under certain circumstances, the Company will also acquire the remaining Stock Acquisition Rights at an amount equal to the paid-in amount.
Underwriter / lead underwriterNomura Securities Co., Ltd.
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 or conducting a shareholder approval process is not required.
Most recent equity financingTiming 6 June 2025 / Type 10th Series of Share Acquisition Rights through Third-Party Allotment (with Exercise Price Adjustment Clause) / Amount Estimated funds to be raised at issuance: ¥965,982,960; estimated net proceeds: ¥954 million
Major shareholders after the offeringAs Nomura Securities Co., Ltd. has not undertaken to hold the securities for the long term, the major shareholders and their shareholdings following the offering are not shown.
Impact on Business PerformanceThis financing will have no impact on the earnings forecast for the current fiscal year.
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 fund capital investment to expand production capacity for data center-related products and new light guide devices, as well as the associated working capital. The Company also intends to strengthen its equity base and financial soundness through equity financing.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance by Third-Party Allotment of the 11th Stock Acquisition Rights (with Exercise Price Adjustment and Suspension Designation Provisions) and the 12th Stock Acquisition Rights | OKAMOTO GLASS CO.,LTD. (7746) timely disclosure | Komori