Worth reading
89Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
22.51
Maximum dilution rate (%)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and the 18th stock acquisition rights (with exercise price adjustment clause) by third-party allotment
Who receives how much
New shares 483,000 shares (estimated number) / Potential shares underlying the stock acquisition rights 3,000,000 underlying shares
竹内工業株式会社289,800 shares (estimated number)
株式会社槌屋193,200 shares (estimated number)
Okasan Securities Co., Ltd.30,000 of the 18th stock acquisition rights
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
New shares Assumed at ¥1,035 per share (final price to be determined on the terms determination date) / Stock Acquisition Rights ¥1,120 per right (estimated amount)
Total issue value
New shares ¥499,905,000 (estimated amount) / Stock Acquisition Rights ¥33,600,000 (estimated amount)
Amount of funds to be raised
Total payment amount ¥3,908,505,000 (estimated amount) / Estimated net proceeds ¥3,892,505,000
Estimated issuance expenses
¥16,000,000
Specific use of funds
Investment in the development of 2-inch single-crystal wafersAmount ¥670 million / Scheduled timing of expenditures August 2026 to March 2028
Investment in the development of 4-inch mosaic wafersAmount ¥810 million / Scheduled timing of expenditures October 2027 to March 2029
Investment in the development of 2-inch low-resistance wafersAmount ¥830 million / Scheduled timing of expenditures January 2027 to October 2028
Increasing production of lab-grown diamond rough stones and establishing a gemstone sales structureAmount ¥800 million / Scheduled timing of expenditures July 2027 to May 2029
Expansion and construction of development and manufacturing facilitiesAmount ¥782 million / Scheduled timing of expenditures August 2027 to December 2028
Existing Shares and Increase
+22.51%Rate of increase
15,474,600 shares18,957,600Shares
Maximum 22.51% (22.56% on a voting rights basis)
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
Initially, the reference share price determined under the terms. The exercise price will be adjusted to 92% of the closing price on the trading day immediately preceding each adjustment date, with a floor exercise price of 60% of the reference share price determined under the terms, subject to a minimum of ¥675.
Exercise period
From the bank business day following the allotment date through 19 June 2028
Number of Stock Acquisition Rights
Total issuance of 30,000 rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If the Company's Board of Directors resolves that it is necessary, in the event of a corporate reorganization, delisting or other similar event, or on 19 June 2028, the Company may acquire the rights for an amount equal to the issue price per right.
Offering structure
Underwriter / lead underwriter
Okasan Securities Co., Ltd.
Major shareholders after the offering
Name 竹内工業株式会社 / Shareholding ratio 6.33％Name Fujimori Naoharu (藤森直治) / Shareholding ratio 5.61％Name 株式会社槌屋 / Shareholding ratio 2.12％Name Kamo Mutsukazu (加茂睦和) / Shareholding ratio 1.58％Name SBI Shinsei Bank, Limited / Shareholding ratio 1.46％Name Kitashiro Kakutaro (北城恪太郎) / Shareholding ratio 1.43％Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.36％Name 株式会社フューチャーパートナーズ / Shareholding ratio 1.32％Name 三星ダイヤモンド工業株式会社 / Shareholding ratio 1.06％Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.56％
Intended allottee's holding policy
竹内工業 and 株式会社槌屋 intend to hold the shares over the medium to long term for purposes other than pure investment. 岡三証券株式会社 does not intend to hold the shares for an extended period and plans to sell the shares acquired through exercise in a timely and appropriate manner, taking market conditions and other factors into account. Any transfer of the stock acquisition rights requires approval by the Board of Directors.
Payment date
Any date between 16 June 2026 and 18 June 2026 (the date 15 days after the terms determination date, or a similar date)
Basis for determining the amount to be paid
The issue price for the new shares will be the higher of ¥1,125, the closing price on the trading day immediately preceding the date of the issuance resolution, and 92% of the closing price on the trading day immediately preceding the terms determination date. The assumed price represents a 15.79% discount to the average closing price of ¥1,229 over the preceding 1 month, a 17.33% discount to the 3-month average of ¥1,252, and a 5.18% premium to the 6-month average of ¥984. The stock acquisition rights were valued by an independent third-party valuation institution using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholder intent. The Company obtained opinions from 3 outside Audit & Supervisory Board Members regarding the new shares.
Most recent equity financing
Timing 4 September 2024 / Type Third-party allotment of the 17th stock acquisition rights / Amount Estimated net proceeds of ¥2,138.660 million at issuance, Timing Fiscal year ending March 2026 / Type Exercise of the 17th stock acquisition rights / Amount ¥707 million in proceeds
Impact on Business Performance
This financing will have no impact on the earnings forecast for the current fiscal year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and the 18th stock acquisition rights (with exercise price adjustment clause) by third-party allotment |
| Number of shares to be issued or disposed of | New shares 483,000 shares (estimated number) / Potential shares underlying the stock acquisition rights 3,000,000 underlying shares |
| Issue price and disposal price | New shares Assumed at ¥1,035 per share (final price to be determined on the terms determination date) / Stock Acquisition Rights ¥1,120 per right (estimated amount) |
| Total issue value | New shares ¥499,905,000 (estimated amount) / Stock Acquisition Rights ¥33,600,000 (estimated amount) |
| Amount of funds to be raised | Total payment amount ¥3,908,505,000 (estimated amount) / Estimated net proceeds ¥3,892,505,000 |
| Estimated issuance expenses | ¥16,000,000 |
| Specific use of funds | Details Investment in the development of 2-inch single-crystal wafers / Amount ¥670 million / Scheduled timing of expenditures August 2026 to March 2028, Details Investment in the development of 4-inch mosaic wafers / Amount ¥810 million / Scheduled timing of expenditures October 2027 to March 2029, Details Investment in the development of 2-inch low-resistance wafers / Amount ¥830 million / Scheduled timing of expenditures January 2027 to October 2028, Details Increasing production of lab-grown diamond rough stones and establishing a gemstone sales structure / Amount ¥800 million / Scheduled timing of expenditures July 2027 to May 2029, Details Expansion and construction of development and manufacturing facilities / Amount ¥782 million / Scheduled timing of expenditures August 2027 to December 2028 |
| Payment date | Any date between 16 June 2026 and 18 June 2026 (the date 15 days after the terms determination date, or a similar date) |
| Intended allottee | Name 竹内工業株式会社 / Number of shares 289,800 shares (estimated number), Name 株式会社槌屋 / Number of shares 193,200 shares (estimated number), Name Okasan Securities Co., Ltd. / Number of shares 30,000 of the 18th stock acquisition rights |
| Intended allottee's holding policy | 竹内工業 and 株式会社槌屋 intend to hold the shares over the medium to long term for purposes other than pure investment. 岡三証券株式会社 does not intend to hold the shares for an extended period and plans to sell the shares acquired through exercise in a timely and appropriate manner, taking market conditions and other factors into account. Any transfer of the stock acquisition rights requires approval by the Board of Directors. |
| Dilution Rate | Maximum 22.51% (22.56% on a voting rights basis) |
| Total number of issued shares | 15,474,600 shares → 18,957,600 shares（22.51％） |
| Basis for determining the amount to be paid | The issue price for the new shares will be the higher of ¥1,125, the closing price on the trading day immediately preceding the date of the issuance resolution, and 92% of the closing price on the trading day immediately preceding the terms determination date. The assumed price represents a 15.79% discount to the average closing price of ¥1,229 over the preceding 1 month, a 17.33% discount to the 3-month average of ¥1,252, and a 5.18% premium to the 6-month average of ¥984. The stock acquisition rights were valued by an independent third-party valuation institution using a Monte Carlo simulation. |
| Exercise price | Initially, the reference share price determined under the terms. The exercise price will be adjusted to 92% of the closing price on the trading day immediately preceding each adjustment date, with a floor exercise price of 60% of the reference share price determined under the terms, subject to a minimum of ¥675. |
| Exercise period | From the bank business day following the allotment date through 19 June 2028 |
| Number of Stock Acquisition Rights | Total issuance of 30,000 rights. Unexercised balance: Not disclosed |
| Reason for acquisition without consideration | If the Company's Board of Directors resolves that it is necessary, in the event of a corporate reorganization, delisting or other similar event, or on 19 June 2028, the Company may acquire the rights for an amount equal to the issue price per right. |
| Underwriter / lead underwriter | Okasan Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholder intent. The Company obtained opinions from 3 outside Audit & Supervisory Board Members regarding the new shares. |
| Most recent equity financing | Timing 4 September 2024 / Type Third-party allotment of the 17th stock acquisition rights / Amount Estimated net proceeds of ¥2,138.660 million at issuance, Timing Fiscal year ending March 2026 / Type Exercise of the 17th stock acquisition rights / Amount ¥707 million in proceeds |
| Major shareholders after the offering | Name 竹内工業株式会社 / Shareholding ratio 6.33％, Name Fujimori Naoharu (藤森直治) / Shareholding ratio 5.61％, Name 株式会社槌屋 / Shareholding ratio 2.12％, Name Kamo Mutsukazu (加茂睦和) / Shareholding ratio 1.58％, Name SBI Shinsei Bank, Limited / Shareholding ratio 1.46％, Name Kitashiro Kakutaro (北城恪太郎) / Shareholding ratio 1.43％, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.36％, Name 株式会社フューチャーパートナーズ / Shareholding ratio 1.32％, Name 三星ダイヤモンド工業株式会社 / Shareholding ratio 1.06％, Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.56％ |
| 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)
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 raise funds required for investment in the development of large wafers, development of low-resistance wafers, increased production of lab-grown diamond rough stones and establishment of a sales structure for gemstones, and expansion and construction of development and manufacturing facilities.
How to read this page
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