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
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)
The lower thin line represents the existing number of shares to which these shares will be added.
¥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)
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.
| Item | Details |
|---|---|
| Type 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 |
| Number of shares to be issued or disposed of | 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) |
| Issue price and disposal price | 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 | Details 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 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) |
| Intended allottee | Name 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 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. |
| Dilution Rate | Maximum 6.87% (maximum 6.89% based on the total number of voting rights) |
| Total number of issued shares | 29,121,543 shares → 31,121,543 shares (assuming all Stock Acquisition Rights are exercised)(6.87%) |
| 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. |
| 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. |
| Underwriter / lead underwriter | Nomura Securities Co., Ltd. |
| 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 |
| 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. |
| Impact on Business Performance | This financing will have no impact on the earnings forecast for the current fiscal year. |
Items this document does not state (6)
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.