Worth reading
86Important
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
22.44
% (dilution rate based on the total number of issued shares)Wording
Conditional
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
発行・処分する株式数
472,500 new shares (283,500 shares to 竹内工業 and 189,000 shares to 槌屋), and 30,000 18th Series Stock Acquisition Rights (underlying shares: 3,000,000)
Intended allottee
Name 竹内工業株式会社 / Number of shares 283,500 shares, Name 株式会社槌屋 / Number of shares 189,000 shares, Name Okasan Securities Co., Ltd. / Number of stock acquisition rights 30,000 units
¥1,058 per new share and ¥1,144 per stock acquisition right
Total issue value
¥499,905,000 for the new shares and ¥34,320,000 for the stock acquisition rights
Amount of funds to be raised
Total payment amount of ¥3,981,225,000; estimated net proceeds of ¥3,965,225,000
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 ¥855 million / Scheduled timing of expenditures August 2027 to December 2028
Existing Shares and Increase
+22.44%Rate of increase
15,474,600 shares18,947,100Shares
22.44% (22.49% based on 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
Initial exercise price of ¥1,149. An adjustment clause applies. The exercise price will be adjusted to 92% of the closing price on the trading day immediately preceding the effective date of each exercise request. The minimum exercise price is ¥689. There is no maximum exercise price.
Exercise period
17 June 2026 to 19 June 2028
Number of Stock Acquisition Rights
Total issue of 30,000 stock acquisition rights. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
The company may acquire these stock acquisition rights without consideration if the board of directors resolves that this is necessary, on 19 June 2028, if a resolution approving a corporate reorganization is adopted, or if the company is designated as a security under supervision, a security requiring special attention, or a security subject to delisting, or is delisted.
Offering structure
Underwriter / lead underwriter
岡三証券株式会社 (prospective allottee of the stock acquisition rights)
Major shareholders after the offering
Name 竹内工業株式会社 / Shareholding ratio 6.30％Name Fujimori Naoharu (藤森直治) / Shareholding ratio 5.61％Name 株式会社槌屋 / Shareholding ratio 2.10％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
岡三証券 intends to hold the stock acquisition rights for investment purposes and sell the shares acquired through exercise. No long-term holding is planned. The documents do not disclose the holding policy or lock-up terms for the new-share allottees.
Payment date
16 June 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥1,058, equivalent to 92% of the ¥1,150 closing price on the trading day immediately preceding the pricing date. This higher amount was adopted instead of the ¥1,035 equivalent to 92% of the closing price on 26 May 2026. The issue price represents a 12.56% discount to the average closing price of ¥1,210 for the preceding month, a 15.02% discount to the three-month average of ¥1,245, and a 6.01% premium to the six-month average of ¥998. The issue price for the stock acquisition rights was determined by reference to the valuation by an independent valuation institution using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
The company obtained opinions from all 3 outside audit and supervisory board members that the payment amounts for the new shares and stock acquisition rights were not particularly favorable, among other matters.
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 the time of issue
Impact on Business Performance
The proceeds are expected to be allocated to establishing a foundation for growth and implementing the medium- to long-term growth strategy, thereby increasing corporate value.
| 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 | 472,500 new shares (283,500 shares to 竹内工業 and 189,000 shares to 槌屋), and 30,000 18th Series Stock Acquisition Rights (underlying shares: 3,000,000) |
| Issue price and disposal price | ¥1,058 per new share and ¥1,144 per stock acquisition right |
| Total issue value | ¥499,905,000 for the new shares and ¥34,320,000 for the stock acquisition rights |
| Amount of funds to be raised | Total payment amount of ¥3,981,225,000; estimated net proceeds of ¥3,965,225,000 |
| 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 ¥855 million / Scheduled timing of expenditures August 2027 to December 2028 |
| Payment date | 16 June 2026 |
| Intended allottee | Name 竹内工業株式会社 / Number of shares 283,500 shares, Name 株式会社槌屋 / Number of shares 189,000 shares, Name Okasan Securities Co., Ltd. / Number of stock acquisition rights 30,000 units |
| Intended allottee's holding policy | 岡三証券 intends to hold the stock acquisition rights for investment purposes and sell the shares acquired through exercise. No long-term holding is planned. The documents do not disclose the holding policy or lock-up terms for the new-share allottees. |
| Dilution Rate | 22.44% (22.49% based on voting rights) |
| Total number of issued shares | 15,474,600 shares → 18,947,100 shares (assuming all stock acquisition rights are exercised)（22.44％） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥1,058, equivalent to 92% of the ¥1,150 closing price on the trading day immediately preceding the pricing date. This higher amount was adopted instead of the ¥1,035 equivalent to 92% of the closing price on 26 May 2026. The issue price represents a 12.56% discount to the average closing price of ¥1,210 for the preceding month, a 15.02% discount to the three-month average of ¥1,245, and a 6.01% premium to the six-month average of ¥998. The issue price for the stock acquisition rights was determined by reference to the valuation by an independent valuation institution using a Monte Carlo simulation. |
| Exercise price | Initial exercise price of ¥1,149. An adjustment clause applies. The exercise price will be adjusted to 92% of the closing price on the trading day immediately preceding the effective date of each exercise request. The minimum exercise price is ¥689. There is no maximum exercise price. |
| Exercise period | 17 June 2026 to 19 June 2028 |
| Number of Stock Acquisition Rights | Total issue of 30,000 stock acquisition rights. The number of unexercised rights is Not disclosed. |
| Reason for acquisition without consideration | The company may acquire these stock acquisition rights without consideration if the board of directors resolves that this is necessary, on 19 June 2028, if a resolution approving a corporate reorganization is adopted, or if the company is designated as a security under supervision, a security requiring special attention, or a security subject to delisting, or is delisted. |
| Underwriter / lead underwriter | 岡三証券株式会社 (prospective allottee of the stock acquisition rights) |
| Procedures under the Corporate Code of Conduct | The company obtained opinions from all 3 outside audit and supervisory board members that the payment amounts for the new shares and stock acquisition rights were not particularly favorable, among other matters. |
| 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 the time of issue |
| Major shareholders after the offering | Name 竹内工業株式会社 / Shareholding ratio 6.30％, Name Fujimori Naoharu (藤森直治) / Shareholding ratio 5.61％, Name 株式会社槌屋 / Shareholding ratio 2.10％, 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 | The proceeds are expected to be allocated to establishing a foundation for growth and implementing the medium- to long-term growth strategy, thereby increasing corporate value. |
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.The issue terms were determined to reflect share-price movements since the date of the issue resolution and to take existing shareholders' interests into consideration. The proceeds will also be allocated to wafer development, the gemstone business, and the expansion and construction of factories, with the aim of establishing a foundation for future growth and increasing corporate value over the medium to long term.
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