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Share Issuance and Disposal9227MWCC Inc.Information and Communications, Services and Others

Notice of the Issuance by Third-Party Allotment of the Eighth Stock Acquisition Rights with an Exercise Price Adjustment Clause and the Execution of a Facility Agreement with an Exercise Permission Clause

Microwave Chemical Co., Ltd. resolved to issue 16,420 Eighth Series Stock Acquisition Rights, with the exercise price adjusted in line with the share price, through a third-party allotment to SMBC Nikko Securities Inc. as the intended allottee, and to execute a facility agreement with exercise permission provisions. If all the rights are exercised, 1,642,000 new shares will be delivered and net proceeds are expected to be approximately ¥1.6 billion.

Worth reading
88Important
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
10.34
% (dilution based on the total number of voting rights)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of the Eighth Series Stock Acquisition Rights through a third-party allotment (with provisions for revision of the exercise price)

Who receives how much

Potential shares: 1,642,000 (16,420 stock acquisition rights, with each right entitling the holder to 100 shares)

SMBC Nikko Securities Inc. (16,420 stock acquisition rights)

The lower thin line represents the existing number of shares to which these shares will be added.

¥304 per stock acquisition right (¥3.04 per common share underlying the stock acquisition rights)
Total issue value

¥4,991,680

Amount of funds to be raised
Total funds raised: ¥1,612,509,680; estimated net proceeds: ¥1,603,509,680
Estimated issuance expenses
¥9,000,000
Specific use of funds
Capital expenditures related to the low-concentration precious metal recovery businessAmount ¥300 million / Scheduled timing of expenditures December 2026 to June 2028
Funds for the creation of new businessesAmount ¥500 million / Scheduled timing of expenditures October 2026 to June 2028
Funds for business operationsAmount ¥803 million / Scheduled timing of expenditures October 2026 to June 2029
発行済株式総数

10.32% (based on the total number of issued shares); 10.34% (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.

Terms of the stock acquisition rights
Exercise price
Initially ¥979. Adjusted to 90.5% of the VWAP on the trading day immediately preceding the effective date of each exercise request. Floor of ¥588, with no cap.
Exercise period
17 September 2026 to 28 September 2029
Number of Stock Acquisition Rights
Total issued: 16,420 stock acquisition rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
If the company's board of directors resolves that acquisition is necessary, in the event of a corporate reorganization, or if the company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted. In each case, the acquisition price will be ¥304 per stock acquisition right, and the rights will be cancelled after acquisition.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc.
Major shareholders after the offering
The major shareholders and their shareholdings after the offering are not shown. If all the rights are exercised and the shares are held, the intended allottee's voting rights ratio after exercise will be 9.37%.
Intended allottee's holding policy
The intended allottee does not plan to transfer the stock acquisition rights to any third party other than the company. It does not intend to hold the common shares delivered upon exercise for the long term and plans to sell them from time to time, taking market conditions into account.
Payment date
16 September 2026
Basis for determining the amount to be paid
The initial exercise price is ¥979, the closing price for regular trading of the company's common shares on the Tokyo Stock Exchange on 28 August 2026. The adjusted exercise price will be 90.5% of the VWAP on the trading day immediately preceding the effective date of each exercise request. The minimum exercise price is ¥588, equivalent to 60% of that closing price. The payment amount of ¥304 per stock acquisition right is equal to the amount calculated using a Monte Carlo simulation.
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 conducting a shareholder approval procedure are not required. The unanimous opinion of all Audit and Supervisory Committee members was obtained.
Impact on Business Performance
The impact on results for the fiscal year ending June 2027 will be minor. The company expects the funds raised to contribute to future results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the Eighth Series Stock Acquisition Rights through a third-party allotment (with provisions for revision of the exercise price)
Number of shares to be issued or disposed ofPotential shares: 1,642,000 (16,420 stock acquisition rights, with each right entitling the holder to 100 shares)
Issue price and disposal price¥304 per stock acquisition right (¥3.04 per common share underlying the stock acquisition rights)
Total issue value¥4,991,680
Amount of funds to be raisedTotal funds raised: ¥1,612,509,680; estimated net proceeds: ¥1,603,509,680
Estimated issuance expenses¥9,000,000
Specific use of fundsDetails Capital expenditures related to the low-concentration precious metal recovery business / Amount ¥300 million / Scheduled timing of expenditures December 2026 to June 2028, Details Funds for the creation of new businesses / Amount ¥500 million / Scheduled timing of expenditures October 2026 to June 2028, Details Funds for business operations / Amount ¥803 million / Scheduled timing of expenditures October 2026 to June 2029
Payment date16 September 2026
Intended allotteeSMBC Nikko Securities Inc. (16,420 stock acquisition rights)
Intended allottee's holding policyThe intended allottee does not plan to transfer the stock acquisition rights to any third party other than the company. It does not intend to hold the common shares delivered upon exercise for the long term and plans to sell them from time to time, taking market conditions into account.
Dilution Rate10.32% (based on the total number of issued shares); 10.34% (based on the total number of voting rights)
Total number of issued shares15,904,500 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paidThe initial exercise price is ¥979, the closing price for regular trading of the company's common shares on the Tokyo Stock Exchange on 28 August 2026. The adjusted exercise price will be 90.5% of the VWAP on the trading day immediately preceding the effective date of each exercise request. The minimum exercise price is ¥588, equivalent to 60% of that closing price. The payment amount of ¥304 per stock acquisition right is equal to the amount calculated using a Monte Carlo simulation.
Exercise priceInitially ¥979. Adjusted to 90.5% of the VWAP on the trading day immediately preceding the effective date of each exercise request. Floor of ¥588, with no cap.
Exercise period17 September 2026 to 28 September 2029
Number of Stock Acquisition RightsTotal issued: 16,420 stock acquisition rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without considerationIf the company's board of directors resolves that acquisition is necessary, in the event of a corporate reorganization, or if the company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted. In each case, the acquisition price will be ¥304 per stock acquisition right, and the rights will be cancelled after acquisition.
Underwriter / lead underwriterSMBC Nikko Securities Inc.
Procedures under the Corporate Code of ConductBecause 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 conducting a shareholder approval procedure are not required. The unanimous opinion of all Audit and Supervisory Committee members was obtained.
Major shareholders after the offeringThe major shareholders and their shareholdings after the offering are not shown. If all the rights are exercised and the shares are held, the intended allottee's voting rights ratio after exercise will be 9.37%.
Impact on Business PerformanceThe impact on results for the fiscal year ending June 2027 will be minor. The company expects the funds raised to contribute to future results.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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.

To rebuild the financial foundation and strengthen equity capital, while raising funds for capital expenditures related to the low-concentration precious metal recovery business, the creation of new businesses and business operations. The company also intends to control the timing and volume of exercises to a certain extent and limit rapid dilution.

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Notice of the Issuance by Third-Party Allotment of the Eighth Stock Acquisition Rights with an Exercise Price Adjustment Clause and the Execution of a Facility Agreement with an Exercise Permission Clause | MWCC Inc. (9227) timely disclosure | Komori