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Share Issuance and Disposal9201Japan Airlines Co.,Ltd.Transportation and Logistics

Notice Concerning the Resolution to Issue the First Series Bond-Type Class Shares and the Reduction of the Amounts of Stated Capital and Capital Reserve

Japan Airlines resolved to publicly offer 20,000,000 bond-type class shares that will not dilute the voting rights of its common shares, raising approximately ¥194.0 billion. The increases in stated capital and capital reserve on the payment date will be reduced by the same amounts and transferred to other capital surplus.

Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
200000000000
Yen (total issue price)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Public offering of First Series Bond-Type Class Shares

発行・処分する株式数20,000,000Shares

20,000,000 First Series Bond-Type Class Shares

Intended allottee
Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (underwriting and purchasing all shares)
Issue price (offering price): ¥10,000 per share; payment amount: ¥9,750 per share
Total issue value

¥200,000,000,000

Amount of funds to be raised
Total subscription payment amount of ¥195,000,000,000; estimated net proceeds of ¥194,000,000,000
Specific use of funds
Part of the capital expenditures related to the purchase of the latest aircraft, including Airbus A350s and Boeing 737-8sAmount ¥194,000,000,000 / Scheduled timing of expenditures By the end of March 2028
Existing Shares and Increase
+4.58%Rate of increase
437,143,500 shares457,143,500Shares

Based on the total number of issued shares: 20,000,000 shares ÷ 437,143,500 shares = approximately 4.58%. The voting rights of the common shares will not be diluted.

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.

Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Payment date
Any one day from 3 June 2026 (Wednesday) to 5 June 2026 (Friday). If the terms are determined on 19 May 2026, the payment date will be 3 June; if determined on 20 May 2026, 4 June; and if determined on 21 May 2026, 5 June.
Basis for determining the amount to be paid
An indicative range of fixed annual dividends of 3.80% to 4.50% will be presented, and the terms will be determined on the terms determination date after taking demand into account using a method similar to bookbuilding. The issue price will be ¥10,000 per share and the payment amount will be ¥9,750 per share. The discount or premium to the closing price and average share price is Not disclosed.
Most recent equity financing
Not applicable.
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial, and there will be no change to the earnings forecasts for the current fiscal year. The Company believes the transaction will contribute to medium- to long-term growth and strengthen its financial base.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalPublic offering of First Series Bond-Type Class Shares
Number of shares to be issued or disposed of20,000,000 First Series Bond-Type Class Shares
Issue price and disposal priceIssue price (offering price): ¥10,000 per share; payment amount: ¥9,750 per share
Total issue value¥200,000,000,000
Amount of funds to be raisedTotal subscription payment amount of ¥195,000,000,000; estimated net proceeds of ¥194,000,000,000
Specific use of fundsDetails Part of the capital expenditures related to the purchase of the latest aircraft, including Airbus A350s and Boeing 737-8s / Amount ¥194,000,000,000 / Scheduled timing of expenditures By the end of March 2028
Payment dateAny one day from 3 June 2026 (Wednesday) to 5 June 2026 (Friday). If the terms are determined on 19 May 2026, the payment date will be 3 June; if determined on 20 May 2026, 4 June; and if determined on 21 May 2026, 5 June.
Intended allotteeNomura Securities Co., Ltd., Daiwa Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (underwriting and purchasing all shares)
Dilution RateBased on the total number of issued shares: 20,000,000 shares ÷ 437,143,500 shares = approximately 4.58%. The voting rights of the common shares will not be diluted.
Total number of issued shares437,143,500 shares → 457,143,500 shares(Approximately 4.58%)
Basis for determining the amount to be paidAn indicative range of fixed annual dividends of 3.80% to 4.50% will be presented, and the terms will be determined on the terms determination date after taking demand into account using a method similar to bookbuilding. The issue price will be ¥10,000 per share and the payment amount will be ¥9,750 per share. The discount or premium to the closing price and average share price is Not disclosed.
Underwriter / lead underwriterNomura Securities Co., Ltd., Daiwa Securities Co., Ltd., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Most recent equity financingNot applicable.
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial, and there will be no change to the earnings forecasts for the current fiscal year. The Company believes the transaction will contribute to medium- to long-term growth and strengthen its financial base.
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offering

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 for growth investments in the international route business and the Mileage & Lifestyle business, expand equity capital, and enable a more agile and flexible capital policy going forward. The funds raised are expected to be used by the end of March 2028 for part of the capital expenditures related to the purchase of the latest aircraft, including Airbus A350s and Boeing 737-8s.

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Notice Concerning the Resolution to Issue the First Series Bond-Type Class Shares and the Reduction of the Amounts of Stated Capital and Capital Reserve | Japan Airlines Co.,Ltd. (9201) timely disclosure | Komori