Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
12000000000
¥Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of Series 1 to Series 3 Debt-Type Class Shares by third-party allotment
Who receives how much
Series 1 Bond-Type Class Shares 8,000,000 shares / Series 2 Debt-Type Class Shares 20,000,000 shares / Series 3 Debt-Type Class Shares 20,000,000 shares / Total 48,000,000 shares
The Norinchukin Bank8,000,000 shares (Series 1 Debt-Type Class Shares)
ITOCHU Corporation20,000,000 shares (Series 2 Debt-Type Class Shares), 20,000,000 shares (Series 3 Debt-Type Class Shares)
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.
¥250 per share
Total issue value
¥12,000,000,000 (¥2 billion for Series 1, ¥5 billion for Series 2 and ¥5 billion for Series 3)
Amount of funds to be raised
Total payment amount of ¥12,000,000,000, less estimated expenses, resulting in net proceeds of ¥11,945,000,000
Estimated issuance expenses
Estimated issuance expenses of ¥55,000,000
Specific use of funds
Investment funds for grid-scale battery storage facilities and other purposesAmount ¥11.9 billion / Scheduled timing of expenditures October 2026 to March 2027
Existing Shares and Increase
+25.00%Rate of increase
492,113,280 shares540,113,280Shares
There is no possibility of dilution affecting common shareholders. The explanation of the procedures under the Corporate Code of Conduct states that the dilution rate is less than 25%.
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.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
The shares may not be transferred to a third party or otherwise disposed of without the prior approval of the Board of Directors. The period is Not disclosed.
Offering structure
Major shareholders after the offering
Name The Norinchukin Bank / Shareholding ratio 100% of Series 1 Debt-Type Class SharesName ITOCHU Corporation / Shareholding ratio 100% of Series 2 Debt-Type Class SharesName ITOCHU Corporation / Shareholding ratio 100% of Series 3 Debt-Type Class Shares
Intended allottee's holding policy
The intended allottees have confirmed that they will subscribe for these debt-type class shares as a medium- to long-term investment. The shares may not be transferred to a third party or otherwise disposed of without the prior approval of the Board of Directors.
Payment date
18 September 2026
Basis for determining the amount to be paid
The payment amount was determined at ¥250 per share following discussions with the intended allottees, based on the valuation by the independent third-party valuation firm 株式会社プルータス・コンサルティング. No reference closing price, average share price, discount rate or premium rate was disclosed.
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 and procedures to confirm shareholders' intent are not required. In addition, opinions were obtained from all 4 Audit & Supervisory Board Members that the issuance does not constitute an issuance on particularly favorable terms and is lawful.
Impact on Business Performance
The impact of this third-party allotment on the company's consolidated results is expected to be minor. The reduction in the amounts of capital and other capital items will not change net assets and will have no impact on results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 1 to Series 3 Debt-Type Class Shares by third-party allotment |
| Number of shares to be issued or disposed of | Series 1 Bond-Type Class Shares 8,000,000 shares / Series 2 Debt-Type Class Shares 20,000,000 shares / Series 3 Debt-Type Class Shares 20,000,000 shares / Total 48,000,000 shares |
| Issue price and disposal price | ¥250 per share |
| Total issue value | ¥12,000,000,000 (¥2 billion for Series 1, ¥5 billion for Series 2 and ¥5 billion for Series 3) |
| Amount of funds to be raised | Total payment amount of ¥12,000,000,000, less estimated expenses, resulting in net proceeds of ¥11,945,000,000 |
| Estimated issuance expenses | Estimated issuance expenses of ¥55,000,000 |
| Specific use of funds | Details Investment funds for grid-scale battery storage facilities and other purposes / Amount ¥11.9 billion / Scheduled timing of expenditures October 2026 to March 2027 |
| Payment date | 18 September 2026 |
| Intended allottee | Name The Norinchukin Bank / Number of shares 8,000,000 shares (Series 1 Debt-Type Class Shares), Name ITOCHU Corporation / Number of shares 20,000,000 shares (Series 2 Debt-Type Class Shares), 20,000,000 shares (Series 3 Debt-Type Class Shares) |
| Intended allottee's holding policy | The intended allottees have confirmed that they will subscribe for these debt-type class shares as a medium- to long-term investment. The shares may not be transferred to a third party or otherwise disposed of without the prior approval of the Board of Directors. |
| Dilution Rate | There is no possibility of dilution affecting common shareholders. The explanation of the procedures under the Corporate Code of Conduct states that the dilution rate is less than 25%. |
| Total number of issued shares | 492,113,280 shares → 540,113,280 shares（Approximately 9.75%） |
| Basis for determining the amount to be paid | The payment amount was determined at ¥250 per share following discussions with the intended allottees, based on the valuation by the independent third-party valuation firm 株式会社プルータス・コンサルティング. No reference closing price, average share price, discount rate or premium rate was disclosed. |
| Transfer restriction period | The shares may not be transferred to a third party or otherwise disposed of without the prior approval of the Board of Directors. The period is Not disclosed. |
| 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 and procedures to confirm shareholders' intent are not required. In addition, opinions were obtained from all 4 Audit & Supervisory Board Members that the issuance does not constitute an issuance on particularly favorable terms and is lawful. |
| Major shareholders after the offering | Name The Norinchukin Bank / Shareholding ratio 100% of Series 1 Debt-Type Class Shares, Name ITOCHU Corporation / Shareholding ratio 100% of Series 2 Debt-Type Class Shares, Name ITOCHU Corporation / Shareholding ratio 100% of Series 3 Debt-Type Class Shares |
| Impact on Business Performance | The impact of this third-party allotment on the company's consolidated results is expected to be minor. The reduction in the amounts of capital and other capital items will not change net assets and will have no impact on results. |
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsConditions 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 company reviewed its capital structure and financing plans in anticipation of a change in status from an ACG consolidated subsidiary to an equity-method affiliate. The purposes are to secure funds for growth investments, maintain financial soundness, including its credit rating level, and diversify its financing methods.
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