Issuance by Third-Party Allotment of New Shares (in-kind contribution (debt-to-equity swap)), the 3rd Series Unsecured Convertible Bonds with Share Acquisition Rights (with a conversion price adjustment clause) and the 8th Series Share Acquisition Rights (with an exercise price adjustment clause), and Changes in Major Shareholders and the Largest Major Shareholder
株式会社SANKO MARKETING FOODS (the filing company), Takahiro Hirabayashi (平林隆広), and EVO FUND
Common shares, the 3rd Series Unsecured Convertible Bonds with Share Acquisition Rights, and the 8th Series Share Acquisition Rights
As cash on hand is expected to become insufficient due to upfront investments associated with the business structure reform and delays in improving the earnings balance, it became necessary to secure working capital and make growth investments to build and reorganize the sixth-sector industrialization of the fisheries industry.
Company response
The company is proceeding with measures to temporarily close, permanently close or change the format of certain new stores.
The document states that the issuance expenses include costs related to obtaining the opinion of a third-party committee, but the committee chairperson and establishment date are not disclosed.
Takahiro Hirabayashi (平林隆広) did not participate in the resolution because he is a specially interested party. Any reduction in compensation, resignation or similar action is not disclosed.
Estimated net proceeds of ¥1,299,846,000 (¥300,000,000 from the convertible bonds with share acquisition rights and ¥999,846,000 from the 8th Series Share Acquisition Rights). The new share issuance through the debt-to-equity swap involves an in-kind contribution and no cash payment. This is a capital raising transaction, and the accounting classification for profit or loss is not disclosed.
The direct impact of, or revisions to, the earnings forecasts resulting from this financing are not disclosed in this document. The document separately refers to the “Notice Regarding Revisions to the Full-Year Consolidated Earnings Forecasts for the Fiscal Year Ending June 2026.”
The new shares and the convertible bonds with share acquisition rights will be paid for on 1 June 2026. The 8th Series Share Acquisition Rights will be exercisable from 2 June 2026 through 2 June 2028. The funds raised will be allocated from June 2026 through May 2028 to working capital and growth investments for the sixth-sector industrialization of the fisheries industry.
| Item | Details |
|---|---|
| Event name | Issuance by Third-Party Allotment of New Shares (in-kind contribution (debt-to-equity swap)), the 3rd Series Unsecured Convertible Bonds with Share Acquisition Rights (with a conversion price adjustment clause) and the 8th Series Share Acquisition Rights (with an exercise price adjustment clause), and Changes in Major Shareholders and the Largest Major Shareholder |
| Date of occurrence | 15 May 2026 (date of issuance resolution) |
| Date recognized / date notice received | 15 May 2026 (date of the Board of Directors' resolution) |
| Subject Entity | 株式会社SANKO MARKETING FOODS (the filing company), Takahiro Hirabayashi (平林隆広), and EVO FUND |
| Target Locations / Products | Common shares, the 3rd Series Unsecured Convertible Bonds with Share Acquisition Rights, and the 8th Series Share Acquisition Rights |
| Cause | As cash on hand is expected to become insufficient due to upfront investments associated with the business structure reform and delays in improving the earnings balance, it became necessary to secure working capital and make growth investments to build and reorganize the sixth-sector industrialization of the fisheries industry. |
| Amount of Impact on Business Performance | Estimated net proceeds of ¥1,299,846,000 (¥300,000,000 from the convertible bonds with share acquisition rights and ¥999,846,000 from the 8th Series Share Acquisition Rights). The new share issuance through the debt-to-equity swap involves an in-kind contribution and no cash payment. This is a capital raising transaction, and the accounting classification for profit or loss is not disclosed. |
| Impact on Earnings Forecast | The direct impact of, or revisions to, the earnings forecasts resulting from this financing are not disclosed in this document. The document separately refers to the “Notice Regarding Revisions to the Full-Year Consolidated Earnings Forecasts for the Fiscal Year Ending June 2026.” |
| Suspended operations | The company is proceeding with measures to temporarily close, permanently close or change the format of certain new stores. |
| Investigation structure | The document states that the issuance expenses include costs related to obtaining the opinion of a third-party committee, but the committee chairperson and establishment date are not disclosed. |
| Directors' and officers' liability | Takahiro Hirabayashi (平林隆広) did not participate in the resolution because he is a specially interested party. Any reduction in compensation, resignation or similar action is not disclosed. |
| Outlook | The new shares and the convertible bonds with share acquisition rights will be paid for on 1 June 2026. The 8th Series Share Acquisition Rights will be exercisable from 2 June 2026 through 2 June 2028. The funds raised will be allocated from June 2026 through May 2028 to working capital and growth investments for the sixth-sector industrialization of the fisheries industry. |
Items this document does not state (13)
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.As cash on hand is expected to become insufficient due to upfront investments and delays in improving the earnings balance, the company will secure the working capital necessary to maintain stable operations and make growth investments to build and reorganize its sixth-sector industrialization of the fisheries industry. The company also aims to reduce borrowings through the debt-to-equity swap and stabilize its financial base.